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EXHIBIT 99 ANNUAL AND SPECIAL MEETING
MAY 6, 2004 (POTASH LOGO)POTASH CORPORATION OF SASKATCHEWAN INC.                    NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR




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TABLE OF CONTENTS PageLetter to Shareholders
    
    
    1Notice of Annual and Special Meeting of Shareholders
    
    
    2Management Proxy CircularQ&A on Proxy Voting
    
    
    3Election of Directors
    
    
    7Appointment of Auditors
    
    
    12Report of the Audit Committee
    
    
    13Report of the Compensation Committee
    
    
    14Executive Compensation
    
    
    17Compensation of Directors
    
    
    24Report on Corporate Governance and Nominating Matters
    
    
    25Performance Graphs
    
    
    26Directors and Officers Liability Insurance
    
    
    27Voting Shares
    
    
    28Ownership of Shares
    
    
    28Shareholder Proposal
    
    
    292005 Shareholder Proposals
    
    
    29Additional Information
    
    
    29Directors Approval
    
    
    29Appendix A  Corporate Governance
    
    
    A-1Appendix B  Audit Committee Charter
    
    
    B-1Appendix C  Shareholder Proposal
    
    
    C-1




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(POTASH LOGO)  March 11, 2004 Dear Shareholder: We are pleased to invite you to join our Board
of Directors and senior management team at our 2004 Annual and Special
Meeting of Shareholders. The meeting will be held on May 6, 2004 at
10:30 a.m. (local time) at the Delta Bessborough, 601 Spadina
Crescent East, Saskatoon, Saskatchewan, Canada. The meeting provides you, the shareholder, with
an opportunity to meet, listen to and ask questions of the people who
are responsible for the performance of the Corporation. The Notice of
Annual and Special Meeting and Management Proxy Circular describing the
formal business of the meeting and related proxy are enclosed. Your vote is very important.Whether or not you
plan to attend the meeting, you can make your voice heard by completing
and sending us your proxy (full details are provided inside). If you are unable to attend in person, you will
be able to listen to a webcast of the meeting at www.potashcorp.com.
Prior to the meeting you may also wish to visit our website to view our
most recently filed public documents. We look forward to seeing you on May 6,
2004.  Sincerely,-s- D.J. Howe
    
    -s- W.J. DoyleD.  J. Howe
    
    W.  J. DoyleBoard Chair
    
    President and Chief Executive Officer
    Potash Corporation of Saskatchewan Inc.PCS Tower,     Suite 500, 122  1st Avenue South,     Saskatoon,
Saskatchewan Canada     S7K 7G3




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(POTASH LOGO) POTASH CORPORATION OF SASKATCHEWAN INC.
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN that the Annual and
Special Meeting (the Meeting) of shareholders of Potash Corporation of
Saskatchewan Inc. (the Corporation), a Canadian corporation, will be
held on May 6, 2004 at 10:30 a.m. (local time) at the Delta
Bessborough, 601 Spadina Crescent East, Saskatoon, Saskatchewan, Canada
for the following purposes:  1.
    
    to receive the consolidated financial statements of the Corporation for the year ended
December 31, 2003 and the report of the auditors thereon;2.
    
    to elect directors;3.
    
    to appoint auditors for the Corporation;4.
    
    to consider the shareholder proposal attached as Appendix C to the accompanying
Management Proxy Circular; and5.
    
    to transact such other business as may
properly come before the Meeting or any adjournments
thereof. DATED at Saskatoon, Saskatchewan this 11th day
of March, 2004. BY ORDER OF THE BOARD OF DIRECTORS-s- John HamptonJohn L.M. HamptonSecretary




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(POTASH LOGO) POTASH CORPORATION OF SASKATCHEWAN INC.
MANAGEMENT PROXY CIRCULAR 
  QUESTIONS AND ANSWERS ON VOTING AND PROXIES Your vote is important to us, and you can vote whether you attend the Meeting or not. Here is how: 1.
    
    Q:
    
    WHO CAN I CALL IF I HAVE QUESTIONS ABOUT THE INFORMATION CONTAINED IN THIS MANAGEMENT PROXY
CIRCULAR OR REQUIRE ASSISTANCE IN COMPLETING MY PROXY FORM?A:
    
    Georgeson Shareholder Communication Canada, Inc.,the Corporations proxy solicitation agent,
at 1-866-800-9418, for service in English and in French.2.
    
    Q:
    
    WHO IS SOLICITING MY PROXY?A:
    
    The management of the Corporation.Solicitation of proxies will be primarily by mail,
supplemented by telephone or other contact by employees of the Corporation (who will receive no
additional compensation), and all such costs will be borne by the Corporation. We have retained
the services of Georgeson for the solicitation of proxies in Canada and in the United States.
Georgesons services are estimated to cost $20,000.3.
    
    Q:
    
    ON WHAT AM I VOTING?A:
    
    Three items: (1)the election of directors, (2)the appointment of auditors and (3)the
consideration of the shareholder proposal. The Corporations Board and management recommend that
you vote FOR items (1) and (2) and AGAINST item (3).4.
    
    Q:
    
    WHO IS ENTITLED TO VOTE?A:
    
    Common shareholders as at the close of business on March 18, 2004or their duly appointed
representatives will be entitled to cast a vote.As at February 29, 2004, 53,367,413 common shares in the capital of the Corporation (the
Shares) are entitled to be voted at the Meeting.5.
    
    Q:
    
    BY WHEN MUST I VOTE?A:
    
    This will depend on the way in which you will be voting:(a) If you plan to attend the Meeting
and
 wish to vote your Shares in person at the Meeting, your vote will be taken and counted at the
Meeting. Non-registered shareholders wishing to attend the Meeting
should refer to Voting by
Non-Registered Shareholders on page 5; (b) If you are voting using the proxy form, your proxy
form should be received at the Winnipeg office of CIBC Mellon Trust Company by mail or facsimile
prior to the commencement of the Meeting, or hand-delivered at the registration table on the day of the
Meeting prior to the commencement of the Meeting; (c) If you are voting your proxy by telephone
or Internet, your vote should be received no later than 11:00 p.m. (Saskatoon time) on Tuesday,
May 4, 2004.6.
    
    Q:
    
    WHAT IF I SIGN THE PROXY FORM AS DESCRIBED IN THIS MANAGEMENT PROXY CIRCULAR?A:
    
    Signing the proxy form gives authority to Mr. Dallas J. Howe, Mr. William J. Doyle, Mr. Wayne
R. Brownlee or Mr. John L.M. Hampton, all of whom are either directors or officers of the
Corporation, to vote your Shares at the Meeting in accordance with your voting instructions.A
PROXY MUST BE IN WRITING AND MUST BE EXECUTED BY YOU OR BY YOUR ATTORNEY AUTHORIZED IN WRITING
OR, IF THE SHAREHOLDER IS A CORPORATION OR OTHER LEGAL ENTITY, BY AN OFFICER OR ATTORNEY THEREOF
DULY AUTHORIZED. A PROXY MAY ALSO BE COMPLETED OVER THE TELEPHONE OR OVER THE INTERNET (See
Questions No. 17(1) (a) and (b) and 18(1).7.
    
    Q:
    
    CAN I APPOINT SOMEONE OTHER THAN THESE PEOPLE TO VOTE MY SHARES?A:
    
    Yes. You have the right to appoint some other person of your choice, who need not be a
shareholder, to attend and act on your behalf at the Meeting. If you wish to do so, please strike
out those four printed names appearing on the proxy form, and insert the name of your chosen
proxyholder in the space provided thereon.




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- 4 -  YOU CANNOT
APPOINT A PERSON TO VOTE YOUR SHARES OTHER
THAN OUR DIRECTORS OR OFFICERS WHOSE PRINTED NAMES APPEAR ON THE PROXY FORM IF YOU DECIDE TO VOTE
BY TELEPHONE OR INTERNET.IT IS IMPORTANT TO ENSURE THAT ANY OTHER PERSON YOU APPOINT IS ATTENDING THE MEETING AND IS AWARE
THAT HIS OR HER APPOINTMENT HAS BEEN MADE TO VOTE YOUR SHARES. PROXY-HOLDERS SHOULD, AT THE
MEETING, PRESENT THEMSELVES TO A REPRESENTATIVE OF CIBC MELLON AT THE TABLE IDENTIFIED AS
REGISTERED SHAREHOLDERS.8.
    
    Q:
    
    HOW WILL MY SHARES BE VOTED IF I VOTE BY PROXY?A:
    
    The persons named in the proxy form must vote or withhold from voting your Shares in
accordance with your instructions on the proxy form.In the absence of such instructions,
however, your Shares will be voted FOR the election to the Corporations Board of nominees proposed by management mentioned in this Management Proxy
Circular and on the proxy form, FOR the appointment of Deloitte & Touche LLP as auditors until
the close of the next annual meeting, AGAINST the shareholder proposal and FOR managements
proposals generally.9.
    
    Q:
    
    IF I CHANGE MY MIND, CAN I TAKE BACK MY PROXY ONCE I HAVE GIVEN IT?A:
    
    Yes.A shareholder who has voted by proxy may revoke it by voting again in any manner
(telephone, Internet, mail or fax). In addition, you may revoke a voted proxy by depositing an
instrument in writing (which includes another proxy form with a later date) executed by you or by
your attorney authorized in writing with our Corporate Secretary at Suite 500, 122 1st Avenue
South, Saskatoon, Saskatchewan, Canada, S7K 7G3, at any time up to and including the last
business day preceding the date of the Meeting, or any adjournment or
postponement thereof or by
depositing it with the Meeting chair on the day of the Meeting, or any adjournment or
postponement thereof. You may also revoke a proxy in any other manner permitted by law.Note that your participation in person in a vote by ballot at the Meeting will automatically
revoke any proxy previously given by you in respect of business covered by that vote.
 10.
    
    Q:
    
    WHAT IF AMENDMENTS ARE MADE TO THESE MATTERS OR IF OTHER MATTERS ARE BROUGHT BEFORE THE
MEETING?A:
    
    The person named in the proxy form has discretionary authority with respect to amendments or
variations to matters identified in the Notice of the Meeting and to
other matters which may properly come before the Meeting.As of the date of this Management Proxy
Circular, our management knows of no such amendment, variation or other matter expected to come
before the Meeting. If any other matters properly come before the Meeting, the persons named in
the proxy form will vote on them in accordance with their best judgment.11.
    
    Q:
    
    HOW WILL THE VOTES BE COUNTED?A:
    
    The election of directors will be determined by a plurality of votes cast at the Meeting by
proxy or in person. The appointment of auditors and the consideration of the shareholder proposal
will each be determined by a majority of votes cast at the Meeting by proxy or in person.In the
event of equal votes, the Meeting chair is entitled to a second or casting vote.12.
    
    Q:
    
    HOW CAN I CONTACT THE TRANSFER AGENT?A:
    
    You can contact the transfer agent as follows:By mail:
CIBC Mellon Trust Company
Suite 750
1 Lombard Place
Winnipeg, Manitoba, Canada R3B 0X3By telephone:
1-800-387-0825 (toll-free within Canada and the United States)
or 1-416-643-5500 (from any country other than Canada and the United States)By fax:
1-416-643-5660 (all countries)By e-mail:
inquiries@cibcmellon.com13.
    
    Q:
    
    WHAT IS ELECTRONIC DELIVERY?A:
    
    A voluntary program that permits shareholders to receive their disclosure documents
electronically rather than by paper.Every year, we mail to our shareholders documentation, such
as this Management Proxy Circular and our Annual Report, that must by law be delivered to
shareholders of a public company. Consenting shareholders will receive an email containing a link




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- 5 -  to disclosure documentation on our website (www.potashcorp.com). We believe that electronic
delivery will benefit the environment and reduce our costs.14.
    
    Q:
    
    IS ELECTRONIC DELIVERY MANDATORY?A:
    
    No.Electronic delivery is voluntary; if you do not consent, you will continue to receive
documentation by mail.15.
    
    Q:
    
    IF I CONSENT TO ELECTRONIC DELIVERY, WHEN WILL IT BECOME EFFECTIVE?A:
    
    If you consent to electronic delivery, you will be notified by email of the availability on
our website (www.potashcorp.com) of all documentation which must be sent to you by law, which notification is expected to start
with the second quarter of 2004.16.
    
    Q:
    
    HOW CAN I CONSENT TO ELECTRONIC DELIVERY?A:
    
    (a) If you are a registered shareholder,by (i) completing and returning the accompanying form
entitled Consent to Electronic Delivery of Documents to our transfer agent CIBC Mellon Trust
Company by mail or by fax at 1-416-643-5660, or (ii) by completing the online version of the form
at www.cibcmellon.com/electronicdelivery; (b) if you are a non-registered shareholder,by
enrolling according to the instructions provided by your nominee.VOTING BY REGISTERED SHAREHOLDERSYou are a registered shareholder if your name appears on your share certificate. THE ENCLOSED
PROXY FORM INDICATES WHETHER YOU ARE A REGISTERED SHAREHOLDER.17.
    
    Q:
    
    HOW DO I VOTE?A:
    
    You can vote your Shares by proxy or in person at the Meeting if you are a registered
shareholder:(1)
    
    BY PROXYThere are four ways that you can vote by proxy:(a)  By TelephoneCall 1-866-271-1207 from your touch-tone phone and follow the instructions (only available to
registered shareholders resident in Canada or the United States).You will need the control
number located on the enclosed proxy form. You do not need to return your proxy form.
 (b)  On the InternetGo to www.eproxyvoting.com/potash and follow the instructions on screen. You will need the
control number located on the enclosed proxy form.You do not need to return your proxy form.At any time, CIBC Mellon may cease to provide telephone
and Internet voting, in which case shareholders can elect to vote by mail, by fax or by attending the Meeting in person,
as described below.(c)  By MailBy completing, dating and signing the enclosed proxy form and returning same in the envelope
provided.(d)  By FaxBy completing, dating and signing the enclosed proxy form and forwarding same by fax at
1-416-368-2502.IF YOUR SHARES ARE NOT REGISTERED IN YOUR NAME (E.G. IF THEY ARE HELD THROUGH A
BANK, TRUST COMPANY, SECURITIES BROKER OR OTHER NOMINEE), DO NOT USE THE ABOVE FAX NUMBERS AS
THEY ARE RESERVED FOR REGISTERED SHAREHOLDERS. INSTEAD, USE THE FAX NUMBERS, IF ANY, PROVIDED BY
YOUR NOMINEE (See Question No. 18(1)).(2) BY ATTENDING THE MEETING IN PERSONIf you wish to vote in person at the Meeting, do not complete or return the proxy form.VOTING BY NON-REGISTERED
SHAREHOLDERSYou are a non-registered (or beneficial) shareholder if your Shares are held through a bank,
trust company, securities broker or other nominee. FOR MOST OF YOU, THE PROXY FORM SENT OR TO BE
SENT BY YOUR NOMINEE INDICATES WHETHER YOU ARE A NON-REGISTERED (OR BENEFICIAL) SHAREHOLDER.18.
    
    Q:
    
    HOW DO I VOTE?A:
    
    There are two ways that you can vote your Shares if you are a non-registered (or beneficial)
shareholder:(1)
    
    BY PROVIDING VOTING INSTRUCTIONS TO YOUR NOMINEEYour nominee is required to seek voting instructions from you in advance of the Meeting.
Accordingly, you will receive or have already received from your nominee either a request for
voting instructions or a proxy form for the number of Shares you hold.Every nominee has its own procedures which should be carefully followed by non-registered
shareholders to ensure that their Shares are voted at the Meeting. These procedures generally
allow voting by telephone, on the




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- 6 -  Internet, by mail or by fax. Please contact your nominee for
instructions in this regard.IF YOUR SHARES ARE NOT REGISTERED IN YOUR NAME, DO NOT USE THE FAX NUMBERS PROVIDED IN QUESTION
NO. 17(1)(d) AS THESE NUMBERS ARE RESERVED FOR REGISTERED SHAREHOLDERS.(2) BY ATTENDING THE MEETING IN PERSONWe do not have access to the names of our non-registered shareholders. Therefore, if you attend
the Meeting, we will have no record of your shareholdings
 or of your entitlement to vote unless
your nominee has appointed you as proxyholder. If you wish to vote in person at the Meeting,
insert your own name in the space provided on the request for voting instructions or proxy form
to appoint yourself as proxyholder and follow the instructions of your nominee.Non-registered shareholders who instruct their nominee to appoint themselves as proxyholders
should, at the Meeting, present themselves to a representative of CIBC Mellon at the table
identified as Beneficial Shareholders. Do not otherwise complete the form sent to you as your
vote will be taken and counted at the Meeting.
   Except as otherwise stated, the information contained herein is given as of February 29, 2004.
Unless otherwise specified, all dollar amounts are expressed in United States dollars.




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- 7 - ELECTION OF DIRECTORS  The articles of the Corporation provide that the Board of Directors of the Corporation (the
Board) shall consist of a minimum of 6 directors and a maximum of 20, with the actual number to
be determined from time to time by the Board. The Board has determined that, at the present time,
there will be 12 directors. Proxies solicited hereby will be voted for the following proposed nominees (or for substitute
nominees in the event of contingencies not known at present) who will, subject to the bylaws of
the Corporation and applicable corporate law, hold office until the next annual meeting of
shareholders or until their successors are elected or appointed in accordance with the bylaws or
applicable corporate law. The affirmative vote of
 a plurality of the Shares present in person or
by proxy at the Meeting and voted in respect of the election of directors is required to elect
directors. The following table states the names and ages of all the persons to be nominated for election as
directors, all other positions and offices with the Corporation now held by them, their present
principal occupation or employment, their business experience over the last five years, the
period during which present directors of the Corporation have served as directors, and the number
of Shares and Share Units beneficially owned by each of them, including Shares over which any
such individual has or shares voting or investment power.
   (PHOTO OF F. BLESI)
    
    FREDERICK J. BLESI
    
    Director Since 2001Number of Shares Beneficially Owned  0Number of Shares Deemed to be Beneficially Owned  12,250*Number of Share Units Held  2,073**Mr. Blesi, 66, of Glenview, Illinois is a retired Chairman
and Chief Executive Officer of the Phosphate Chemicals
Export Association Inc. (PhosChem), the principal vehicle
for the export of U.S. phosphate chemicals. Prior to joining
PhosChem in 1981, he was Vice President, International with
International Minerals and Chemical Corporation. He is a
director of the Evans Scholars Foundation and the Western
Golf Association.Mr. Blesi is the Chair of the Compensation Committee and a
member of the Audit Committee.(PHOTO OF W. DOYLE)
    
    WILLIAM J. DOYLE
    
    Director Since 1989Number of Shares Beneficially Owned  52,091Number of Shares Deemed to be Beneficially Owned  397,091*Number of Share Units Held  0**Mr. Doyle, 53, of Saskatoon, Saskatchewan, is President and
Chief Executive Officer of the Corporation. He became
President of PCS Sales in 1987, after a career with
International Minerals and Chemical Corporation. He is a
director of Canpotex Limited, the Potash and Phosphate
Institute and The Fertilizer Institute and is Chairman of
the Production and International Trade Committee for the
International Fertilizer Industry Association. Mr. Doyle is
on the College Board of Advisors at Georgetown University.Mr. Doyle is a member of the Executive Committee.




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- 8 - (PHOTO OF J. ESTEY)
    
    JOHN W. ESTEY
    
    Director Since 2003Number of Shares Beneficially Owned  0Number of Shares Deemed to be Beneficially Owned  0*Number of Share Units Held  1,037**Mr. Estey, 53, of Glenview, Illinois, is President and Chief
Executive Officer of S&C Electric Company, Chicago,
Illinois. With S&C Electric Company since 1972, he has been
President and CEO since 1997. He has served on the
IEEE/Power Engineering Society Governing Board since 1992
and is currently past president of the Society. He is a
member of the Board of Governors of the National Electrical
Manufacturers Association and is a director of the
Executives Club of Chicago.Mr. Estey is a member of the Compensation Committee and the
Safety, Health and Environment Committee.(PHOTO OF W. FETZER)
    
    WADE FETZER III
    
    Director Since 2002Number of Shares Beneficially Owned  1,000Number of Shares Deemed to be Beneficially Owned  1,750*Number of Share Units Held  851**Mr. Fetzer, 66, of Glencoe, Illinois, is a Retired Partner
with the investment banking firm Goldman Sachs. With Goldman
Sachs since 1971, he was responsible for investment banking
services in the midwestern United States. He sits on the
boards of Serologicals Corporation, Sphere Communications
and Northern Star Broadcasting. He is also on the boards of
the University of Wisconsin Foundation, the Kellogg Alumni
Advisory Board and Rush-Presbyterian St. Lukes Medical
Center.Mr. Fetzer is a member of the Corporate Governance and
Nominating Committee and the Compensation Committee.(PHOTO OF D. HOWE)
    
    DALLAS J. HOWE
    
    Director Since 1991Number of Shares Beneficially Owned  3,000Number of Shares Deemed to be Beneficially Owned  23,450*Number of Share Units Held  2,852**Mr. Howe, 59, of Calgary, Alberta, is the Chair of the
Corporation. He serves in a management role with GE Medical
Systems Information Technology, of which the company he
formerly owned, BDM Information Systems, is now a part. He
is owner and Chief Executive Officer of DSTC Ltd., a
technology investment company and a director of Advanced
Data Systems Ltd. as well as a member of the University of
Saskatchewan Board of Governors. He served on the Board of
Potash Corporation of Saskatchewan, the Crown corporation,
from 1982 to 1989.Mr. Howe is Board Chair, the Chair of the Executive
Committee and a member of the Corporate Governance and
Nominating Committee.




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- 9 - (PHOTO OF A. LABERGE)
    
    ALICE D. LABERGE
    
    Director Since 2003Number of Shares Beneficially Owned  200Number of Shares Deemed to be Beneficially Owned  200*Number of Share Units Held  870**Ms. Laberge, 47, of Vancouver, British Columbia, is
President and Chief Executive Officer of Fincentric
Corporation, a leading provider of software solutions to
financial institutions. With Fincentric since October 2000,
Ms. Laberge was previously the Senior Vice President and
Chief Financial Officer of MacMillan Bloedel Limited, one of
North Americas largest forest products companies until that
company was acquired by Weyerhaeuser Company in November
1999. She is a director of BC Hydro, the United Way of the
Lower Mainland and St. Pauls Hospital Foundation.Ms. Laberge is a member of the Audit Committee and the
Safety, Health and Environment Committee.(PHOTO OF J. MCCAIG)
    
    JEFFREY J. McCAIG
    
    Director Since 2001Number of Shares Beneficially Owned  0Number of Shares Deemed to be Beneficially Owned  12,250*Number of Share Units Held  2,084**Mr. McCaig, 52, of Calgary, Alberta, is President, Chief
Executive Officer and a director of Trimac Corporation, a
bulk trucking and third-party logistics company. Before
joining Trimac in 1983, he practiced law, specializing in
corporate financing and securities. He is a director of
Orbus Pharma Inc.Mr. McCaig is a member of the Audit Committee and the
Compensation Committee.(PHOTO OF M. MOGFORD)
    
    MARY MOGFORD
    
    Director Since 2001Number of Shares Beneficially Owned  1,000Number of Shares Deemed to be Beneficially Owned  13,250*Number of Share Units Held  2,909**Ms. Mogford, 59, of Newcastle, Ontario, is a Corporate
Director and Partner in Mogford Campbell Inc., a strategic
business and financial consulting company. A former Deputy
Minister of Finance and Deputy Minister of Natural Resources
in the Province of Ontario, she is a director of Empire
Company Ltd., Falconbridge Ltd., MDS Inc., Sears Canada
Inc., and is a member of the Altamira Advisory Council.Ms. Mogford is the Chair of the Corporate Governance and
Nominating Committee and a member of the Audit Committee.(PHOTO OF P. SCHOENHALS)
    
    PAUL J. SCHOENHALS
    
    Director Since 1992Number of Shares Beneficially Owned  1,000Number of Shares Deemed to be Beneficially Owned  19,650*Number of Share Units Held  1,629**Mr. Schoenhals, 62, of Calgary, Alberta, President of
Petroleum Industry Training Service, was Chairman of Potash
Corporation of Saskatchewan, the Crown corporation, from
1987 to 1989. He is a former Member of the Legislative
Assembly and Cabinet Minister in Saskatchewan.Mr. Schoenhals is the Chair of the Safety, Health &
Environment Committee and a member of the Compensation
Committee.




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- 10 - (PHOTO OF E. STROMBERG)
    
    E. ROBERT STROMBERG, Q.C.
    
    Director Since 1991Number of Shares Beneficially Owned  6,927Number of Shares Deemed to be Beneficially Owned  29,377*Number of Share Units Held  1,641**Mr. Stromberg, 62, of Saskatoon, Saskatchewan, is associated
with the Saskatchewan law firm Robertson Stromberg Pedersen.
He is a director of NorSask Forest Products Inc. and Hitachi
Canadian Industries Ltd. and is Chairman of the Saskatoon
Airport Authority.Mr. Stromberg is a member of the Executive Committee, the
Safety, Health & Environment Committee and the Corporate
Governance and Nominating Committee.(PHOTO OF J. VICQ)
    
    JACK G. VICQ
    
    Director Since 1989Number of Shares Beneficially Owned  1,593Number of Shares Deemed to be Beneficially Owned  20,743*Number of Share Units Held  1,180**Mr. Vicq, 64, of Saskatoon, Saskatchewan, is Professor
Emeritus of Accounting in the College of Commerce,
University of Saskatchewan and was formerly Associate Dean
of Commerce and responsible for the Centre for International
Business Studies. He held the A.W. Johnson Distinguished
Chair in Public Policy in the Saskatchewan Finance
Department until May 2002 and is currently Chairman of the
Provincial Court Commission.Mr. Vicq is the Chair of the Audit Committee and a member of
the Executive Committee.(PHOTO OF E. VIYELLA)
    
    ELENA VIYELLA DE PALIZA
    
    Director Since 2003Number of Shares Beneficially Owned  0Number of Shares Deemed to be Beneficially Owned  0*Number of Share Units Held  877**Ms. Viyella de Paliza, 49, of the Dominican Republic, is
President of Inter-Quimica, S.A., a chemicals importer and
distributor. She is also President and founder of Monte Rio
Power Corp., a power generation company, and President of
Indescorp, S.A. Until 1998, Ms. Viyella de Paliza was
Executive Vice President of FERSAN, a fertilizer bulk
blender and distributor of agrochemicals. She is past
president of the Dominican Stock Exchange, the Dominican
Manufacturers Association and the National Agribusiness
Board.Ms. Viyella de Paliza is a member of the Executive Committee
and the Corporate Governance and Nominating Committee.
  *
    
    The number of Shares indicated above as deemed to be beneficially owned by the nominated
directors includes Shares purchasable by such directors within 60 days of February 29, 2004
through the exercise of options granted by the Corporation, as follows: Frederick J. Blesi 12,250
Shares; William J. Doyle 345,000 Shares; Wade Fetzer III 750 Shares; Dallas J. Howe 20,450
Shares; Jeffrey J. McCaig 12,250 Shares; Mary Mogford 12,250 Shares; Paul J. Schoenhals 18,650
Shares; E. Robert Stromberg 22,450 Shares; and Jack G. Vicq 19,150 Shares. All of the above directors have had the principal occupation described above for the previous
five years other than Mr. Doyle, who was President and Chief Operating Officer of the Corporation
from July 1998 to July 1999 and Ms. Laberge, who was Chief Financial Officer of Fincentric
Corporation from October 2000 to November 2003.
 **
    
    See Compensation of Directors. Share Units do not carry any voting rights. The number of
Share Units held by each director has been rounded down to the nearest whole number.




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- 11 -  Summary of Board and Committee Meetings Held
For the 12-month period ended December 31, 2003Board of Directors
    
    
    
    9Audit Committee
    
    
    
    9Compensation Committee
    
    
    
    9Corporate Governance and Nominating Committee
    
    
    
    4Executive Committee
    
    
    
    1Safety, Health and Environment Committee
    
    
    
    4Total number of meetings held
    
    
    
    36
 Summary of Attendance of Directors
For the 12-month period ended December 31, 2003Director
    
    
    Board
meetings
attended
    
    
    Committee
meetings
attendedFrederick J. Blesi
    
    
    9 of 9
    
    
    17 of 18William J. Doyle
    
    
    9 of 9
    
    
    1 of 1John W. Estey
    
    
    4 of 5
    
    
    6 of 7Wade Fetzer III
    
    
    9 of 9
    
    
    13 of 13Dallas J. Howe
    
    
    9 of 9
    
    
    9 of 9Alice D. Laberge
    
    
    5 of 5
    
    
    6 of 6Jeffrey J. McCaig
    
    
    9 of 9
    
    
    17 of 18Mary Mogford
    
    
    9 of 9
    
    
    13 of 13Paul J. Schoenhals
    
    
    9 of 9
    
    
    13 of 13E. Robert Stromberg, Q.C.
    
    
    9 of 9
    
    
    7 of 7Jack G. Vicq
    
    
    9 of 9
    
    
    10 of 10Elena Viyella de Paliza
    
    
    4 of 5
    
    
    3 of 3
    Director Independence Directors Blesi, Estey, Fetzer, Howe, Laberge,
McCaig, Mogford, Schoenhals, Stromberg, Vicq and Paliza are independent
Directors. Director Doyle is not independent. The basis for this
determination follows. The Board is comprised of 12 Directors, all of
whom are standing for re-election. Mr. Doyle is the Chief Executive
Officer of the Corporation and is therefore not independent. Of the
remaining 11 Directors, the Board has affirmatively determined that the
following eight directors have no relationship (material or otherwise)
with the Corporation other than as directors and are therefore
independent: Mr. Blesi, Mr. Estey, Mr. Fetzer, Ms. Laberge,
Ms. Mogford, Ms. Paliza, Mr. Schoenhals and Mr. Vicq.
This group of Directors has reviewed the relationships between the
Corporation and Mr. Howe, Mr. McCaig and Mr. Stromberg and
based on the facts set forth below has affirmatively determined that
such relationships are not material and that Mr. Howe, Mr. McCaig
and Mr. Stromberg are therefore independent. Mr. Howe is a member of the Board of
Governors of the University of Saskatchewan. The Universitys
consolidated gross revenues for each of its three most recently
completed fiscal years were greater than 500 million dollars (Cdn).
In each of those years payments (whether for goods and services
supplied by the University in the ordinary course or by way of
charitable contributions to the University) made by the
 Corporation to
the University were less than 0.1% of the Universitys consolidated
gross revenues and therefore de minimis. During the same periods, the
Corporation received no payments from the University. Mr. McCaig is Chief Executive Officer of
Trimac Corporation (Trimac), a bulk trucking and third party logistics
company. During the most recently completed fiscal year the Corporation
made payments to Trimac and its subsidiaries and affiliates for goods
and services provided in the ordinary course of business. Such payments
were less than 0.1% of Trimacs consolidated gross revenues for the
period and therefore de minimis. During the same period, the Corporation
received no payments from Trimac. Mr. Stromberg is one of the name lawyers
of the Saskatchewan law firm Robertson Stromberg Pedersen, the services
of which the Corporation routinely uses. Mr. Stromberg is not a
partner in the firm, does not participate in any partnership meetings or
otherwise in the management of the firm and his remuneration is a
monthly amount which is not directly or indirectly related to either the
firms total billings or its billings for work performed for the
Corporation. Mr. Stromberg does not provide any legal or consulting
services of any nature to the Corporation other than in his role as a
Director of the Corporation. In 2003, payments made by the Corporation
to Robertson Stromberg Pedersen were substantially below the NYSE
independence threshold of $1,000,000.




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##### 



- 12 -

APPOINTMENT OF AUDITORS Proxies solicited hereby will be voted to
reappoint the firm of Deloitte & Touche LLP, the present auditors,
as auditors of the Corporation to hold office until the next annual
meeting of shareholders, unless the shareholder signing such proxy
specifies otherwise. The affirmative vote of a majority of Shares voted
on such matter is required to reappoint the firm of Deloitte &
Touche LLP as auditors of the Corporation. Since the Corporations
initial public offering in 1989, Deloitte & Touche LLP (or its
predecessors) have been the Corporations auditors. A representative of
Deloitte & Touche LLP is expected to attend the Meeting. At that
time the representative will have the opportunity to make a statement if
he or she desires and will be available to respond to appropriate
questions. For the years ended December 31, 2003, and
December 31, 2002, Deloitte & Touche LLP received the following
fees: Year ended December 31,2003$
    
    
    
    
    2002$Audit Fees
    
    
    
    1,291,000
    
    
    
    
    1,062,000Audit Related Fees
    
    
    
    363,000
    
    
    
    
    186,000Tax Fees
    
    
    
    62,000
    
    
    
    
    277,000All Other Fees
    
    
    
    27,000
    
    
    
    
    55,000
 Audit Fees Deloitte & Touche LLP billed the
Corporation $1,291,000 and $1,062,000 for 2003 and 2002, respectively,
for the following audit services: (i) audit of the annual
consolidated financial statements of the Corporation for the fiscal
years ended December 31, 2003 and 2002; (ii) review of the
interim financial statements of the Corporation included in quarterly
reports on Form 10-Q for the periods ended March 31, June 30
and September 30, 2003 and 2002; (iii) audits of individual
statutory financial statements; (iv) attest services and the
provision of comfort letters; (v) the provision of consent letters;
and (vi) review and advice in respect of accounting matters in
connection with the Corporations shelf registration statement and
prospectus filings. Audit-Related Fees Deloitte & Touche LLP billed the
Corporation $363,000 and $186,000 for 2003 and 2002, respectively, for
the following services: (i) internal control reviews;
 (ii) accounting
consultations regarding financial accounting and reporting
standards; (iii) employee benefit plan audits; and (iv) due
diligence related to mergers and acquisitions. Tax Fees Deloitte & Touche LLP billed the
Corporation $62,000 and $277,000 for 2003 and 2002, respectively, for
the following services: (i) tax compliance; (ii) tax planning;
and (iii) tax advice, including minimizing tax exposure or liability. All Other Fees Deloitte & Touche LLP billed the
Corporation $27,000 and $55,000 for 2003 and 2002, respectively, for
reports on conducting business in foreign jurisdictions. Pre-Approval Policy for External Auditor Services The Audit Committee monitors and reviews the
independence of its auditors on an on-going basis. In addition, the
Committee has adopted processes for the pre-approval of engagements for
services of its external auditors. The Audit Committees policy requires
pre-approval of all audit and non-audit services provided by the
external auditor. The policy identifies three categories of external
auditor services and the pre-approval procedures applicable to each
category, as follows:  (1)
    
    Audit and audit-related services  these are identified in the annual Audit
Service Plan presented by the external auditor and require annual approval. The
Audit Committee monitors the audit services engagement at least quarterly.(2)
    
    Pre-approved list of non-audit services  non-audit services which are
reasonably likely to occur have been identified and receive general pre-approval of
the Audit Committee, and as such do not require specific pre-approvals. The term of
any general pre-approval is 12 months from approval unless otherwise specified.
The Audit Committee annually reviews and pre-approves the services on this list.(3)
    
    Other proposed services  all proposed services not categorized above are
brought forward on a case by case basis and specifically pre-approved by the Chair
of the Audit Committee, to whom pre-approval authority has been delegated. All fees paid to the independent auditors for
2003 were approved in accordance with the pre-approval policy.




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##### 



- 13 -

REPORT OF THE AUDIT COMMITTEE The Board of Directors has determined that each
of the following directors, who served as members of the Audit Committee
(the Committee) during the year ended December 31, 2003, is
independent according to the Boards independence standards as set out
in the PotashCorp Governance Principles, which is available on the
Corporations website, applicable rules of the U.S. Securities and
Exchange Commission (the SEC) and the listing standards of the New
York Stock Exchange (the NYSE): Jack G. Vicq (Chair)
Frederick J. Blesi
Alice D. Laberge
Jeffrey J. McCaig
Mary Mogford For additional information regarding Director independence, see Election of Directors 
Director Independence. Mr. Vicq qualifies as an audit committee
financial expert under the rules of the SEC and thereby has the
requisite accounting and/or related financial management expertise
pursuant to the rules of the NYSE. In addition, the Board in its
business judgment has determined that each member of the Committee is
financially literate. In accordance with the Audit Committee Charter
adopted by the Board of Directors which is available on the
Corporations website, the Audit Committee has responsibility for the
oversight of the Corporations financial reporting and audit processes
and related internal controls on behalf of the Board. During the fiscal
year ended December 31, 2003, the Committee met 9 times. In overseeing the audit process, the Audit
Committee obtained from the independent auditors their letter dated
February 16, 2004 as required by the Independent Standards Board
Standard No. 1 describing all relationships between the auditors and
the Corporation that might bear on the auditors independence and the
auditors judgment that they are, in fact, independent and discussed
with the auditors the disclosures therein. The Committee also reviewed
the organizational structure, procedure and practices that support the
objectivity of the internal audit department. The Committee reviewed
with both the independent and the internal auditors their audit plans,
audit scope and identification of audit risks. The Committee discussed,
with and without management present, the results of the independent
auditors examination of the financial statements
 and all communications
required by generally accepted auditing standards, including those
described in Statement on Auditing Standards No. 61, as amended,
Communication with Audit Committees. The Committee also discussed the
results of the internal audit examinations. In meetings with financial management, internal
audit and the independent auditors, the Audit Committee reviewed and
discussed quarterly interim financial information prior to the earnings
release for the applicable quarter. The Committee also reviewed the
quarterly and annual MD&As. The Audit Committee reviewed and discussed the
audited financial statements of the Corporation as of and for the fiscal
year ended December 31, 2003, with management and the independent
auditors, including the quality, not just the acceptability, of the
Corporations financial reporting practices and the completeness and
clarity of the related financial disclosures. Management is responsible
for the preparation of the Corporations financial statements and the
independent auditors are responsible for auditing those financial
statements. Based on the above-mentioned review and
discussions with management and the independent auditors, the Audit
Committee recommended to the Board of Directors that the audited
consolidated financial statements be included in the Corporations
Annual Report on Form 10-K for the fiscal year ended December 31,
2003, for filing with the SEC. The Audit Committee also recommended
the reappointment, subject to shareholder approval, of the independent
auditors. The Committee reviews the Corporations
Disclosure Controls and Procedures on an annual basis. In addition, on
February 18, 2004, it reviewed and updated its Committee Charter, a
copy of which is attached as Appendix B hereto. The Committee has
established procedures for:  
    
    the receipt, retention and treatment of complaints received by the Corporation
regarding accounting, internal accounting controls or auditing matters; and
    
    the confidential, anonymous submission by employees of the Corporation of concerns
regarding questionable accounting or auditing matters. Such procedures are set out in Annex A to the Audit Committee Charter attached hereto. Submitted on behalf of the Audit Committee, Jack G. Vicq, Frederick J. Blesi, Alice D. Laberge,
Jeffrey J. McCaig and Mary Mogford.




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##### 



- 14 -

REPORT OF THE COMPENSATION COMMITTEE Composition of the Compensation Committee The Board of Directors has determined that each
of the following Directors who served as a member of the Compensation
Committee during the year ended December 31, 2003 is independent
according to the Boards independence standards as set out in the
PotashCorp Governance Principles which is available on the
Corporations website, and the listing standards of the New York Stock
Exchange. For additional information regarding Director independence,
see Election of Directors  Director Independence. The following individuals served as members of
the Compensation Committee during the year which ended on December 31,
2003. Frederick J. Blesi (Chair)
John W. Estey
Wade Fetzer III
Jeffrey J. McCaig
Paul J. Schoenhals
Dallas J. Howe Compensation Committee Report on Executive
Compensation The Compensation Committee of the Board (the
Committee) is, at present, composed of five independent directors.
With the appointment of Dallas Howe to Board Chair effective May 8,
2003, John Estey joined the Committee effective that date. The Committee
held 9 meetings in the last fiscal year. The Committee is charged with formulating and
making recommendations to the Board in respect of compensation issues
relating to directors and senior officers of the Corporation. The
Committee also makes recommendations regarding the Corporations Stock
Option Plans and administers its Short and Long-Term Incentive Plans,
each in accordance with its terms. The Committee reviews and makes
recommendations regarding the general merit increase budget for salaried
and non-bargaining hourly employees and has general oversight of
employee benefit programs. In addition, the Committee, in consultation
with the Chief Executive Officer, considers and reports to the Board
regarding corporate succession matters. Executive compensation policies, as described
more fully below, are designed with the objective of attracting and
retaining qualified executives by providing compensation packages which
are competitive within the marketplace and by compensating them in a
manner which encourages individual performance consistent with
shareholder expectations.
 Salary The Corporation has established a system of
tiered salary levels for senior executives (i.e. vice president and
above) of the Corporation. Currently, each senior executive position is
assigned to the appropriate salary tier, considering the positions
internal value as well as external competitive comparisons. The external
competitive comparisons are prepared by independent compensation
consultants and currently consist of a group of 22 companies selected on
the basis of a number of factors, including similar industry
characteristics and market capitalization (the Executive Comparator
Group). The Committee generally establishes salary guidelines at levels
that approximate the median (the 50th percentile) of salaries paid by
the Executive Comparator Group, adjusted through a regression analysis
based on sales. In assessing base salaries, the Committee also takes
into account the individuals duties, performance and experience. Individual executive salaries are subject to
approval by the Chief Executive Officer and the Compensation Committee,
except for the Chief Executive Officers salary, which is subject to
approval by the Compensation Committee and the Board. Effective July 1, 2003, corporate officers
and key management of the Corporation voluntarily took a reduction of
10% in annual salary. The salaries of all Short-Term Incentive Plan
eligible employees were also frozen for a minimum period of one year as
part of cost-saving measures undertaken by the Corporation. In addition,
effective August 1, 2003, the Corporations matching contributions
to the 401(k) plan were suspended along with contributions by the
Corporation to the Canadian employee savings plan. Short-Term Incentive Compensation The Corporations Short-Term Incentive Plan is
intended to aid in developing strong corporate management by providing
financial incentives to key employees to achieve objectives which
contribute materially to the Corporations success. The plan presently
provides for incentive awards based on an individuals performance,
position with the Corporation and the financial results of the
Corporation. Ranges of incentive awards are established for each
position, which awards are expressed as a percentage of annual salary.
The actual percentage used in calculating the award is generally
determined by the Corporations cash flow return (as defined in the
plan) in relation to a pre-established target, subject to adjustment
based upon the individuals performance and such other factors as the
Committee deems appropriate. For certain participants in the plan
employed at operating facilities, the award percentage is adjusted
pursuant to a formula designed to reflect the actual results of the
operating facility compared to an approved target for that facility.
Under the terms of the plan, generally no payments are made if the cash
flow return is less than 50% of the target set by the Board for that
year. For senior executives, which




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##### 



- 15 -

include the Named Executive Officers,
incentive awards can range from 15% to 140% of salary, depending upon
actual cash flow return as compared to target return above the minimum
threshold requirement, and subject to adjustment based on the
Executives performance and such other factors as the Committee deems
appropriate. Long-Term Incentive Compensation The Corporations Long-Term Incentive Plan is
intended to reward senior executives and other key employees for
superior performance over an extended period and for their continued
contributions to the long term success of the Corporation. The
performance objectives under the plan are designed to further align the
interests of executives and key employees with those of shareholders by
linking the vesting of awards to the total return to shareholders over
the three-year performance period ending December 31, 2005 (called
Total Shareholder Return or TSR). TSR measures the capital appreciation
in the Shares, including dividends paid over the performance period, and
thereby simulates the actual investment performance of the Shares. A participant is awarded a number of units
under the Long-Term Incentive Plan generally based on the participants
salary, target award percentage and the Share price at the beginning of
the performance period. The target award percentages range from 20% to
70%, depending upon the executives position with and potential for
contribution to the success of the Corporation. Under the Long-Term Incentive Plan, vesting of
one-half of the units is based on increases in the TSR over the
three-year performance period ending December 31, 2005. Vesting of
the remaining one-half of the units is based on the extent to which the
TSR matches or exceeds the TSR of the common shares of a group of peer
companies over the performance period. The peer group of companies
consists of those companies that are included in the Dow Jones U.S. Basic
Materials Companies Index. Participants are generally required to continue
in a qualifying position with the Corporation throughout the performance
period as one of the conditions to vesting. However, if a participants
employment terminates earlier due to the participants retirement,
disability or death or the Corporation terminates a participants
employment without just cause, the participant will be entitled to a
cash payment in settlement of a pro rata number of units, with vesting
determined based on the achievement of performance objectives as of the
date of termination. A participant who resigns or whose employment is
terminated for just cause forfeits all rights to any units granted under
the plan. Vested units are settled in cash based on the
Share price at the end of the performance period. Depending on the
extent to which the performance objectives are achieved, an amount
ranging from 25% to 150% of the units granted under
 the Long-Term
Incentive Plan may become vested. Achievement of all target performance
objectives entitles an eligible executive to payout of 100% of the units
awarded under the plan. The target performance objective for one-half of
the units is a TSR of 30% over the performance period. The target
performance objective for the remaining units is to outperform the peer
group index by 5% over the performance period. No units will vest if
none of the minimum performance objectives are achieved. The minimum
performance requirement for one-half of the units is a positive TSR. The
minimum performance requirement for the remaining units is for the TSR
to have matched the peer group index. The cash payout in settlement of a
vested unit may not exceed 300% of the market value of a Share at the
commencement of a performance cycle. The interests of management are also tied to
the interests of the Corporations shareholders through the annual grant
of options to executives and other key employees pursuant to the
Corporations Stock Option Plan  Officers and Employees. The
options are granted at 100% of market value, become exercisable over two
years (or earlier in the event of a change of control as defined in
the plan) and expire after ten years. Options are granted considering
the position in and contribution made to the Corporation by the
individual involved. The number of Shares subject to options granted to
an individual is a function of the individuals position within the
Corporation and his or her ability to affect corporate performance. In considering whether to grant options and how
many Shares are to be subject to options, the Committee considers the
aggregate number of options outstanding and is also guided in such
matters by applicable regulatory constraints. Beginning in the fourth quarter of 2003, the
Corporation began to expense stock options. The November 20, 2003
grant represented the last full grant to be made from the existing plan.
The Committee and senior management are working to design a plan to
replace stock options for 2004 grants. The proposed design must meet
both Canadian and U.S. requirements. A performance unit plan, with a
three year performance period, vesting based upon achievements of key
corporate and financial goals and awards paid only in cash is currently
under consideration. The Corporation does not have any non-qualified
deferred compensation arrangements in place for management. In relative terms, greater value within the
compensation package is delivered through incentive compensation
(short-term incentives, long-term incentives and options) than annual
base salary. However, each element of the package is designed to
complement the others in enabling the Corporation to achieve the
objectives of its compensation policies.




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##### 



- 16 -

Chief Executive Officer Compensation The Committee reviews annually the CEOs
salary, any awards under the Short and Long-Term Incentive Plans and any
grant of options under the Corporations Stock Option Plan 
Officers and Employees. The CEOs annual salary is determined primarily
on the basis of his individual performance and the performance of the
Corporation. While no mathematical weighting formula exists, the
Committee considers all factors which it deems relevant including the
net income of the Corporation, the Corporations share price, the duties
and responsibilities of the CEO, the CEOs individual performance
relative to written objectives established at the beginning of each
year, and current compensation levels. Awards pursuant to the Short and
Long-Term Incentive Plans and under the Corporations Stock Option Plan 
Officers and Employees are made in accordance with the plans as
outlined above. Reference is also made to the compensation of
chief executive officers of the Executive Comparator Group. The
 comparison of the Corporations CEO compensation to the comparator group
incorporates many factors including the relative size of the companies,
their profitability and share price, the duties of the chief executive
officer and any other extenuating or special circumstances. In general,
the CEOs compensation is set at the 50th percentile of the applicable
range. Mr. Doyles compensation for 2003 as set
forth in the Summary Compensation Table was determined in accordance
with the foregoing and approved by the Committee together with all other
independent members of the Board. Submitted on behalf of the Compensation
Committee: Frederick J. Blesi, John W. Estey, Wade Fetzer III,
Jeffrey J. McCaig and Paul J. Schoenhals.




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##### 



- 17 -

EXECUTIVE COMPENSATION Summary Compensation
Table
 The following table sets forth, for the periods
indicated, all compensation earned by the individual who served as Chief
Executive Officer of the Corporation during 2003 and by each of
 the Corporations other five most highly compensated executive officers as
of the end of calendar year 2003 for services rendered to the
Corporation and its subsidiaries (the Named Executive Officers).
   SUMMARY COMPENSATION TABLE(1) Long-TermCompensationAnnual Compensation
    
    
    Awards
    
    
    PayoutsSecuritiesOther
    
    
    UnderlyingAnnual
    
    
    Options
    
    
    LTIP
    
    
    All OtherSalary
    
    
    Bonus(2)
    
    
    Compensation
    
    
    Granted(3)
    
    
    Payouts(4)
    
    
    CompensationName and Principal Position
    
    
    Year
    
    
    
    $
    
    
    
    
    $
    
    
    
    
    $
    
    
    
    
    #
    
    
    
    
    $
    
    
    
    
    $William J. Doyle
    
    
    
    2003
    
    
    
    
    783,750
    
    
    
    
    535,000
    
    
    
    
    51,579
    (5)
    
    
    
    56,256
    
    
    
    
    
    
    
    
    
    81,822
    (6)President and
    
    
    
    2002
    
    
    
    
    812,500
    
    
    
    
    476,000
    
    
    
    
    
    
    
    
    
    70,000
    
    
    
    
    2,937,000
    
    
    
    
    52,778
    (6)Chief Executive Officer
    
    
    
    2001
    
    
    
    
    787,500
    
    
    
    
    425,000
    
    
    
    
    53,464
    (5)
    
    
    
    70,000
    
    
    
    
    
    
    
    
    
    51,895
    (6)James F. Dietz
    
    
    
    2003
    
    
    
    
    385,288
    
    
    
    
    164,000
    
    
    
    
    
    
    
    
    
    28,126
    
    
    
    
    
    
    
    
    
    12,284
    (7)Executive Vice President
    
    
    
    2002
    
    
    
    
    395,719
    
    
    
    
    150,000
    
    
    
    
    
    
    
    
    
    35,000
    
    
    
    
    908,000
    
    
    
    
    94,407
    (7)and Chief Operating Officer
    
    
    
    2001
    
    
    
    
    378,125
    
    
    
    
    128,000
    
    
    
    
    
    
    
    
    
    35,000
    
    
    
    
    
    
    
    
    
    23,237
    (7)Wayne R. Brownlee
    
    
    
    2003
    
    
    
    
    359,385
    
    
    
    
    144,000
    
    
    
    
    
    
    
    
    
    24,110
    
    
    
    
    
    
    
    
    
    19,321
    (8)Senior Vice President,
    
    
    
    2002
    
    
    
    
    367,640
    
    
    
    
    121,000
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    
    790,000
    
    
    
    
    26,155
    (8)Treasurer and Chief Financial Officer
    
    
    
    2001
    
    
    
    
    350,065
    
    
    
    
    110,000
    
    
    
    
    1,241
    
    
    
    
    30,000
    
    
    
    
    
    
    
    
    
    25,193
    (8)Barbara J. Irwin
    
    
    
    2003
    
    
    
    
    322,333
    
    
    
    
    126,000
    
    
    
    
    
    
    
    
    
    24,110
    
    
    
    
    
    
    
    
    
    11,629
    (9)Senior Vice President,
    
    
    
    2002
    
    
    
    
    322,591
    
    
    
    
    109,000
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    
    488,000
    
    
    
    
    12,078
    (9)Administration
    
    
    
    2001
    
    
    
    
    295,981
    
    
    
    
    90,300
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    
    
    
    
    
    
    10,347
    (9)Garth W. Moore
    
    
    
    2003
    
    
    
    
    317,216
    
    
    
    
    123,000
    
    
    
    
    
    
    
    
    
    24,110
    
    
    
    
    
    
    
    
    
    18,437
    (10)President,
    
    
    
    2002
    
    
    
    
    324,500
    
    
    
    
    107,000
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    
    712,000
    
    
    
    
    23,967
    (10)PCS Potash
    
    
    
    2001
    
    
    
    
    315,000
    
    
    
    
    90,900
    
    
    
    
    2,946
    
    
    
    
    30,000
    
    
    
    
    
    
    
    
    
    24,115
    (10)Thomas J. Regan
    
    
    
    2003
    
    
    
    
    317,216
    
    
    
    
    123,000
    
    
    
    
    
    
    
    
    
    24,110
    
    
    
    
    
    
    
    
    
    10,226
    (11)President,
    
    
    
    2002
    
    
    
    
    324,500
    
    
    
    
    107,000
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    
    712,000
    
    
    
    
    94,395
    (11)PCS Phosphate
    
    
    
    2001
    
    
    
    
    315,000
    
    
    
    
    90,900
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    
    
    
    
    
    
    17,447
    (11)
  (1)
    
    Those amounts which were paid in Canadian dollars have been converted to
United States dollars using the average exchange rate for the month prior to the
date of payment.(2)
    
    Reports amounts awarded pursuant to the Corporations Short-Term Incentive
Plan. See Compensation Committee Report on Executive Compensation 
Short-Term Incentive Compensation.(3)
    
    Options granted pursuant to the Corporations Stock Option Plan 
Officers and Employees.(4)
    
    Reflects payouts pursuant to the terms of the Long-Term Incentive Plan in
effect for the performance period January 1, 2000 to
 December 31, 2002.
The calculation was based on performance over the three-year period, measured by
reference to Total Shareholder Return (TSR). TSR of the Corporation measured the
capital appreciation of the Shares over the performance period and included
dividends paid. As such, it simulated the actual investment performance realized
by shareholders. The Plan considered both the TSR of the Corporation, and the TSR
performance relative to a peer group of companies (Agrium Inc., IMC Global Inc.,
Mississippi Chemical Corporation, and Terra Industries Inc.).




---



##### 



- 18 -

The following table sets forth rates of return over the performance period.

PotashCorp(NYSE)
    
    
    IMCGlobal
    
    
    Agrium(TSX)($ Cdn)
    
    
    MissChem
    
    
    TerraIndustries
    
    
    Peer GroupAverage
    
    
    S&P  500Opening Share Price*
(Jan. 2000)
    
    
    47.38
    
    
    16.09
    
    
    11.61
    
    
    5.73
    
    
    1.38
    
    
    
    
    
    Closing Share Price*
(Dec. 2002)
    
    
    63.99
    
    
    10.63
    
    
    17.43
    
    
    0.31
    
    
    1.60
    
    
    
    
    
    TSR
    
    
    41.41%
    
    
    (30.97%)
    
    
    54.45%
    
    
    (93.05%)
    
    
    16.36%
    
    
    (13.30%)
    
    
    (37.61%)**


* 5-day average** Source: Georgeson & Co. (dividends reinvested)

For details regarding the LTIP in place for the performance period January 1, 2003 to
December 31, 2005, see Compensation Committee Report on Executive Compensation 
Long-Term Incentive Compensation.



(5)
    
    Of the other annual compensation indicated for 2003, $34,854 reflects a
payment made for personal tax preparation and administration. Of the other annual
compensation indicated for 2001, $24,806 reflects a payment made for personal tax
preparation and administration and $16,296 reflects a membership allowance.(6)
    
    The reported amounts for 2003, 2002 and 2001 consist, respectively, of:  (i)
    
    $28,740, $44,895 and $43,820 which represents the Corporations
contribution to the Corporations defined contribution pension and savings
plans on behalf of the indicated Named Executive Officer;(ii)
    
    $8,532, $7,883 and $8,075 which represents the value of the benefit
for group term life insurance premiums paid by the Corporation on behalf of
the indicated Named Executive Officer; and(iii)
    
    $44,550 for 2003 which represents moving expenses.  (7)
    
    The reported amounts for 2003, 2002 and 2001 consist, respectively, of:  (i)
    
    $10,000, $10,000 and $8,500 which represents contributions by the
Corporations subsidiary to its defined contribution pension plan on behalf of
the indicated Named Executive Officer;(ii)
    
    $2,284, $2,533 and $2,155 which represents the value of the benefit
for group term life insurance premiums paid by the Corporations subsidiary on
behalf of the indicated Named Executive Officer; and(iii)
    
    $81,874 for 2002 and $12,582 for 2001 which represents reimbursement
for moving and relocation expenses.  (8)
    
    The reported amounts for 2003, 2002 and 2001 consist, respectively, of:  (i)
    
    $15,944, $22,626 and $21,957 which represents the Corporations
contribution to its defined contribution pension and savings plans on behalf of
the indicated Named Executive Officer; and


(ii)
    
    $3,377, $3,529 and $3,236 which represents the value of the benefit
for group term life insurance premiums paid by the Corporation on behalf of
the indicated Named Executive Officer.  (9)
    
    The reported amounts for 2003, 2002 and 2001 consist, respectively, of:  (i)
    
    $9,707, $10,000 and $8,500 which represents contributions by the
Corporations subsidiary to its defined contribution pension plan on behalf of
the indicated Named Executive Officer; and(ii)
    
    $1,922, $2,078 and $1,847 which represents the value of the benefit
for group term life insurance premiums paid by the Corporations subsidiary on
behalf of the indicated Named Executive Officer.  (10)
    
    The reported amounts for 2003, 2002 and 2001 consist, respectively, of:  (i)
    
    $14,682, $20,468 and $20,200 which represents the Corporations
contribution to its defined contribution pension and savings plans on behalf of
the indicated Named Executive Officer; and(ii)
    
    $3,755, $3,499 and $3,915 which represents the value of the benefit
for group term life insurance premiums paid by the Corporation on behalf of
the indicated Named Executive Officer.  (11)
    
    The reported amounts for 2003, 2002 and 2001 consist, respectively, of:  (i)
    
    $8,348, $10,000 and $8,500 which represents contributions by the
Corporations subsidiary to its defined contribution pension plan on behalf of
the indicated named Executive Officer;(ii)
    
    $1,878, $2,028 and $1,966 which represents the value of the benefit
for group term life insurance premiums paid by the Corporations subsidiary on
behalf of the indicated Named Executive Officer; and(iii)
    
    $82,367 for 2002 and $6,981 for 2001 which represents reimbursement
for moving and relocation expenses.




---



##### 



- 19 - Long-Term Incentive Plan  Each of the Named Executive Officers
participates in the Corporations Long-Term Incentive Plan, adopted in
November 2002 for the performance cycle January 1, 2003 through
December 31, 2005. For a description of the operation of the plan,
see Compensation Committee Report on Executive Compensation 
Long-Term Incentive Compensation.
 No payouts were made to Named Executive
Officers pursuant to the terms of the Long-Term Incentive Plan during
the year ended December 31, 2003.
   Options OPTION GRANTS DURING THE
MOST RECENTLY COMPLETED FISCAL YEAR Individual GrantsNumber of
    
    
    % of TotalSecurities
    
    
    OptionsUnderlying
    
    
    Granted to
    
    
    Exercise or
    
    
    
    
    
    Grant DateOptions
    
    
    Employees in
    
    
    Base Price
    
    
    
    
    
    Present ValueName
    
    
    Granted(1)(2)#
    
    
    Fiscal Year
    
    
    $/Share
    
    
    Expiration Date
    
    
    
    (3)(4)$William J. Doyle
    
    
    
    56,256
    
    
    
    
    3.54
    
    
    
    $
    79.00 US
    
    
    Nov. 20, 2013
    
    
    $
    1,250,008James F. Dietz
    
    
    
    28,126
    
    
    
    
    1.77
    
    
    
    $
    79.00 US
    
    
    Nov. 20, 2013
    
    
    $
    624,959Wayne R. Brownlee
    
    
    
    24,110
    
    
    
    
    1.51
    
    
    
    $
    103.04 CDN
    
    
    Nov. 20, 2013
    
    
    $
    553,735Barbara J. Irwin
    
    
    
    24,110
    
    
    
    
    1.51
    
    
    
    $
    79.00 US
    
    
    Nov. 20, 2013
    
    
    $
    535,724Garth W. Moore
    
    
    
    24,110
    
    
    
    
    1.51
    
    
    
    $
    103.04 CDN
    
    
    Nov. 20, 2013
    
    
    $
    553,735Thomas J. Regan
    
    
    
    24,110
    
    
    
    
    1.51
    
    
    
    $
    79.00 US
    
    
    Nov. 20, 2013
    
    
    $
    535,724
  (1)
    
    Options granted pursuant to the Corporations Stock Option Plan 
Officers and Employees (the Option Plan).(2)
    
    Options granted on November 20, 2003. Subject to the terms of the
Option Plan, each option is exercisable with respect to one-half of the indicated
number on and after November 20, 2004 and with respect to the balance of the
indicated number on and after November 20, 2005 (or earlier in the event of a
change of control of the Corporation as defined in the Option Plan). All options
are transferable (without consideration) to the spouse, children and grandchildren
of the original optionee (or to a trust, partnership or limited liability company,
the entire beneficial interest of which is held by one or more of the foregoing
persons), in accordance with the terms and conditions of the Option Plan.(3)
    
    The Modified Black-Scholes Option Pricing Model was used to determine the
grant date present value of the stock options granted in November 2003 by the
Corporation to the Named Executive Officers. Under the Modified Black-Scholes
Option Pricing Model, the grant date present value of the stock options referred to
in the table was Cdn$29.91 per Share for Mr. Brownlee and Mr. Moore and
$22.22 per Share for Mr. Doyle, Mr. Dietz, Ms. Irwin and Mr. Regan.
The material assumptions and adjustments incorporated in the Modified
Black-Scholes Option Pricing Model in estimating the value of options reflected in
the above table include the following:  (i)
    
    an option term of 8 years; with respect to the options granted to Mr. Brownlee
and Mr. Moore, an interest rate of 4.27% (representing the
interest rate on a Canadian Treasury security with a maturity date corresponding
to that of the option term) and with respect to options granted to Mr. Doyle,
Mr. Dietz, Ms. Irwin and Mr. Regan, an interest rate of 3.97%
(representing the interest rate on a U.S. Treasury security with a maturity
date corresponding to that of the option term);
 (ii)
    
    with respect to the options granted to Mr. Brownlee and Mr. Moore,
volatility of 27.51% (calculated using daily stock prices on the Toronto
Stock Exchange for the three-year period prior to the grant date) and with
respect to options granted to Mr. Doyle, Mr. Dietz, Ms. Irwin and
Mr. Regan, volatility of 26.97% (calculated using daily stock prices on the
New York Stock Exchange for the three-year period prior to the grant date);(iii)
    
    with respect to the options granted to Mr. Brownlee and Mr. Moore,
dividends at the rate of Cdn$1.421 per Share and with respect to
options granted to Mr. Doyle, Mr. Dietz, Ms. Irwin and Mr. Regan,
dividends at the rate of $1.00 per Share (representing the annualized
dividends paid with respect to a Share at the date of grant); and(iv)
    
    a reduction of approximately 16% to reflect the probability of
forfeiture due to termination prior to vesting and the probability of a
shortened option term due to termination of employment prior to the option
expiration date.The ultimate values of the options will depend on the future market price of the
Shares, which cannot be forecast with reasonable accuracy. The actual value, if any, an
optionee will realize upon exercise of an option will depend on the excess of the market
value of the Shares over the exercise price on the date the option is exercised.  (4)
    
    Amounts denominated in Canadian dollars are converted to United States
dollars at the exchange rate in effect at the date of grant of the options.




---



##### 



- 20 -

The following table sets forth the options
exercised during the year ended December 31, 2003 by the Named
Executive Officers, the number of options held by the Named
 Executive
Officers at year end, and the year-end value of unexercised,
in-the-money options held by such individuals at December 31, 2003.
   AGGREGATED OPTION EXERCISES DURING THE MOST RECENTLY COMPLETEDFISCAL YEAR AND FISCAL YEAR-END OPTION VALUES Number of
    
    
    Value of UnexercisedSecurities Underlying
    
    
    in-the-Money OptionsSecurities
    
    
    
    
    
    
    
    Options at FY-End
    
    
    at FY-End(1)Acquired on
    
    
    Aggregate Value
    
    
    
    #
    
    
    
    
    #
    
    
    
    
    $
    
    
    
    
    $Exercise
    
    
    Realized
    
    
    
    
    
    
    
    Not
    
    
    
    
    
    
    
    NotName
    
    
    
    #
    
    
    
    
    $
    
    
    
    Exercisable
    
    
    Exercisable
    
    
    Exercisable
    
    
    ExercisableWilliam J. Doyle
    
    
    
    70,000
    
    
    
    
    2,403,791
    
    
    
    
    345,000
    
    
    
    
    91,256
    
    
    
    
    6,000,457
    
    
    
    
    1,137,244James F. Dietz
    
    
    
    15,000
    
    
    
    
    579,199
    
    
    
    
    127,500
    
    
    
    
    45,626
    
    
    
    
    3,665,462
    
    
    
    
    568,607Wayne R. Brownlee
    
    
    
    5,000
    
    
    
    
    196,104
    
    
    
    
    193,500
    
    
    
    
    39,110
    
    
    
    
    3,926,172
    
    
    
    
    245,282Barbara J. Irwin
    
    
    
    10,000
    
    
    
    
    175,580
    
    
    
    
    65,000
    
    
    
    
    39,110
    
    
    
    
    2,467,450
    
    
    
    
    487,392Garth W. Moore
    
    
    
    0
    
    
    
    
    0
    
    
    
    
    171,000
    
    
    
    
    39,110
    
    
    
    
    2,980,111
    
    
    
    
    245,282Thomas J. Regan
    
    
    
    75,000
    
    
    
    
    1,722,243
    
    
    
    
    38,750
    
    
    
    
    39,110
    
    
    
    
    775,167
    
    
    
    
    487,392
  (1)
    
    Values are calculated by determining the amount by which the market value
of the Shares underlying the options on December 31, 2003 exceeded the exercise
prices of the options and converting Canadian
 dollar amounts to United States
dollars using the December 31, 2003 exchange rate of $0.7737.
   Pension Plans  The Corporation maintains the Potash
Corporation of Saskatchewan Inc. Pension Plan (the PCS Plan) which
generally requires all participating employees to contribute 5.5% of
their earnings (or such lesser amount as is deductible for Canadian
income tax purposes) to the PCS Plan and the Corporation to contribute
an equal amount. When an individual retires, the full amount in the
individuals account is used to produce the pension. The Corporation maintains a Supplemental
Retirement Income Plan (the Supplemental Plan) which provides a
supplementary pension benefit for certain of the Corporations officers
and key managers. Under the basic terms of the Supplemental Plan, a
pension benefit is provided in an amount equal to 2% of the average of
the participants three highest years earnings multiplied by the
participants years of pensionable service (to a maximum of 35 years),
minus any annual retirement benefit payable under the PCS Plan
or certain other tax qualified plans. For the purposes of the
Supplemental Plan, earnings are defined as the participants annual base
pay plus 100% of all bonuses paid or payable for such year pursuant to
the Short-Term Incentive Plan. The normal retirement age pursuant to the
 Supplemental Plan is 65, with a reduction in benefits for early
retirement prior to age 62. No benefits pursuant to the Supplemental
Plan are payable if termination occurs prior to age 55. Benefits payable
to employees who have reached the minimum age (55) for retirement
pursuant to the Supplemental Plan are secured by letters of credit
provided by the Corporation and are generally paid in the form of an
annuity for life, or at a participants election, in a single lump sum
payment equal to the actuarial present value of the annual benefit
provided by the Supplemental Plan. For a designated group of senior officers,
including Mr. Doyle, Mr. Brownlee and Mr. Moore, the benefit
payable under the Supplemental Plan is an amount equal to: (i) 5% of
the average of the senior officers three highest years earnings
multiplied by the senior officers years of pensionable service (to a
maximum of 10 years), plus (ii) 2% of the average of the senior
officers three highest years of earnings multiplied by the senior
officers years of pensionable service in excess of 25 years to a
maximum of 10 additional years, minus (iii) any annual retirement
benefit payable under the PCS Plan and certain other tax qualified plans.




---



##### 



- 21 -

The following table shows the range of
estimated annual benefits to Mr. Doyle, Mr. Brownlee and Mr. Moore
pursuant to the Supplemental Plan. Estimated benefits payable
pursuant to the Supplemental Plan will be reduced by any
 benefits
payable to Mr. Doyle, Mr. Brownlee and Mr. Moore pursuant to
the PCS Plan and certain other tax qualified plans.
   SUPPLEMENTAL RETIREMENT INCOME PLAN TABLE Remuneration
    
    
    Years of Service$
    
    
    
    10
    
    
    
    
    20
    
    
    
    
    30
    
    
    
    
    40
    
    
    
    
    50$
    250,000
    
    
    
    $
    125,000
    
    
    
    $
    125,000
    
    
    
    $
    150,000
    
    
    
    $
    175,000
    
    
    
    $
    175,000500,000
    
    
    
    
    250,000
    
    
    
    
    250,000
    
    
    
    
    300,000
    
    
    
    
    350,000
    
    
    
    
    350,0001,000,000
    
    
    
    
    500,000
    
    
    
    
    500,000
    
    
    
    
    600,000
    
    
    
    
    700,000
    
    
    
    
    700,0001,500,000
    
    
    
    
    750,000
    
    
    
    
    750,000
    
    
    
    
    900,000
    
    
    
    
    1,050,000
    
    
    
    
    1,050,0002,000,000
    
    
    
    
    1,000,000
    
    
    
    
    1,000,000
    
    
    
    
    1,200,000
    
    
    
    
    1,400,000
    
    
    
    
    1,400,0003,000,000
    
    
    
    
    1,500,000
    
    
    
    
    1,500,000
    
    
    
    
    1,800,000
    
    
    
    
    2,100,000
    
    
    
    
    2,100,000
  As of December 31, 2003, the average of the
three highest years earnings for purposes of the Supplemental Plan for
each Named Executive Officer participating in the Supplemental Plan were
as follows: $1,444,083 for Mr. Doyle, $520,675 for Mr. Brownlee
and $461,572 for Mr. Moore. The estimated credited years of service
at assumed retirement age of 65 for each of the Named Executive Officers
participating in the Supplemental Plan are as follows: 28 years for
Mr. Doyle, 41 years for Mr. Brownlee and 31 years for Mr.
 Moore. Prior to January 1, 1999, PCS Phosphate and
PCS Nitrogen maintained separate defined benefit pension plans for their
respective eligible U.S. employees, including Mr. Dietz in the
case of PCS Nitrogen and Mr. Regan in the case of PCS Phosphate.
Effective January 1, 1999 the Corporation consolidated its pension
plans for U.S. employees and the Nitrogen Pension Plan was merged
with and into the Phosphate Pension Plan to form a new U.S. Pension
Plan (the U.S. Pension Plan). Under the U.S. Pension Plan, participants
age 62 or older with at least 20 years of service receive a
retirement benefit of 1.5% of the participants final average
compensation (as defined below) multiplied by the participants years of
 service accrued after December 31, 1998 (maximum 35 years) in
the form of a life annuity. Participants with service accrued prior to
January 1, 1999 under previous plans, including Mr. Dietz and Mr. Regan,
will have a portion of their retirement benefit calculated
under such plans. Employees not meeting the minimum age or years of
service requirement at termination will receive a reduced benefit. Pursuant to the U.S. Pension Plan, final
average compensation is defined as compensation for the highest paid 60
consecutive months of service out of the last 120 months of service.
Compensation is defined as a participants base pay plus annual bonus.
The benefits available under the U.S. Pension Plan are not subject
to offset for other retirement benefits. The retirement benefits from the U.S. Pension
Plan for Mr. Dietz, Ms. Irwin and Mr. Regan are
subject to certain limitations on the amount of retirement benefits that
may be provided under U.S. tax qualified pension plans. The
Corporation maintains a supplemental pension plan (the U.S. Supplemental
Plan) intended to provide participants with the same
aggregate benefits that such participant would have received had there
been no legal limitations on the benefits provided by the U.S. Pension
Plan.




---



##### 



- 22 -

For Mr. Dietz, Ms. Irwin and Mr. Regan,
the following table represents the range of estimated annual
benefits under the U.S. Pension Plan and the U.S. Supplemental
Plan for service on or after January 1, 1999. POST-1998 SERVICE TABLE Remuneration
    
    
    Years of Service$
    
    
    
    10
    
    
    
    
    15
    
    
    
    
    20
    
    
    
    
    25
    
    
    
    
    30$
    200,000
    
    
    
    $
    30,000
    
    
    
    $
    45,000
    
    
    
    $
    60,000
    
    
    
    $
    75,000
    
    
    
    $
    90,000300,000
    
    
    
    
    45,000
    
    
    
    
    67,500
    
    
    
    
    90,000
    
    
    
    
    112,500
    
    
    
    
    135,000400,000
    
    
    
    
    60,000
    
    
    
    
    90,000
    
    
    
    
    120,000
    
    
    
    
    150,000
    
    
    
    
    180,000500,000
    
    
    
    
    75,000
    
    
    
    
    112,500
    
    
    
    
    150,000
    
    
    
    
    187,500
    
    
    
    
    225,000600,000
    
    
    
    
    90,000
    
    
    
    
    135,000
    
    
    
    
    180,000
    
    
    
    
    225,000
    
    
    
    
    270,000700,000
    
    
    
    
    105,000
    
    
    
    
    157,500
    
    
    
    
    210,000
    
    
    
    
    262,500
    
    
    
    
    315,000
  As of December 31, 2003, the final average
compensation for the purposes of the U.S. Pension Plan and U.S. Supplemental
Plan for Mr. Dietz was $531,926, for Ms. Irwin was
$387,755 and for Mr. Regan was $419,084. The estimated credited
years of post-1998 service under such plans at normal retirement age of 65
for Mr. Dietz is 13 years, for Ms. Irwin 20 years
and for Mr. Regan 10 years. As of December 31, 1998, the Nitrogen
Pension Plan provided a normal monthly retirement benefit equal to the
sum of (i) 1.1% of the participants average monthly pay during the
highest paid 60 consecutive calendar months of the last 120 calendar
months of employment multiplied by the
 participants credited
service and (ii) 0.4% of (a) the excess of such average monthly
pay over the participants covered compensation multiplied by (b) the
participants credited service (up to a maximum of 35 years).
Covered compensation is defined as the 35-year average of the U.S. Social
Security wage bases measured from the year in which the
participant reaches Social Security retirement age. The following table represents the range of
estimated annual benefits for Mr. Dietz pursuant to the formula in
the Nitrogen Pension Plan (including benefits relating to pre-1999
service under the U.S. Supplemental Plan).
   NITROGEN PRE-1999 SERVICE TABLE Remuneration
    
    
    Years of Service$
    
    
    
    5
    
    
    
    
    10
    
    
    
    
    15
    
    
    
    
    20
    
    
    
    
    25$
    200,000
    
    
    
    $
    14,000
    
    
    
    $
    28,000
    
    
    
    $
    41,000
    
    
    
    $
    55,000
    
    
    
    $
    69,000300,000
    
    
    
    
    21,000
    
    
    
    
    43,000
    
    
    
    
    64,000
    
    
    
    
    85,000
    
    
    
    
    106,000400,000
    
    
    
    
    29,000
    
    
    
    
    58,000
    
    
    
    
    86,000
    
    
    
    
    115,000
    
    
    
    
    144,000500,000
    
    
    
    
    36,000
    
    
    
    
    73,000
    
    
    
    
    109,000
    
    
    
    
    145,000
    
    
    
    
    181,000600,000
    
    
    
    
    44,000
    
    
    
    
    88,000
    
    
    
    
    131,000
    
    
    
    
    175,000
    
    
    
    
    219,000700,000
    
    
    
    
    51,000
    
    
    
    
    103,000
    
    
    
    
    154,000
    
    
    
    
    205,000
    
    
    
    
    256,000
  As of December 31, 2003, the estimated
credited years of pre-1999 service at normal retirement age of 65
for Mr. Dietz is 6 years for the purposes of the U.S. Pension
Plan, and 2 years for purposes of the U.S. Supplemental
Plan. Final average compensation is the same as that calculated for the
purpose of the U.S. Pension Plan and post-1998 service.
 As of December 31, 1998, the PCS Phosphate
Plan provided a retirement benefit of 2% of the participants final
average compensation multiplied by the participants years of service
(maximum 35 years). Prior to 1999, participants in the PCS Phosphate
Plan were required to contribute 1% of base monthly compensation to the
plan.




---



##### 



- 23 -

The following table represents an estimate of
the pre-1999 service component retirement income of Mr. Regan, at
the levels of average compensation and years of service shown,
calculated pursuant to the benefit formulas in the PCS Phosphate Plan
and the U.S. Supplemental Plan, and includes the 1% participant
contribution. PHOSPHATE PRE-1999 SERVICE TABLE Remuneration
    
    
    Years of Service$
    
    
    
    10
    
    
    
    
    15
    
    
    
    
    20
    
    
    
    
    25
    
    
    
    
    30$
    200,000
    
    
    
    $
    40,000
    
    
    
    $
    60,000
    
    
    
    $
    80,000
    
    
    
    $
    100,000
    
    
    
    $
    120,000300,000
    
    
    
    
    60,000
    
    
    
    
    90,000
    
    
    
    
    120,000
    
    
    
    
    150,000
    
    
    
    
    180,000400,000
    
    
    
    
    80,000
    
    
    
    
    120,000
    
    
    
    
    160,000
    
    
    
    
    200,000
    
    
    
    
    240,000500,000
    
    
    
    
    100,000
    
    
    
    
    150,000
    
    
    
    
    200,000
    
    
    
    
    250,000
    
    
    
    
    300,000600,000
    
    
    
    
    120,000
    
    
    
    
    180,000
    
    
    
    
    240,000
    
    
    
    
    300,000
    
    
    
    
    360,000700,000
    
    
    
    
    140,000
    
    
    
    
    210,000
    
    
    
    
    280,000
    
    
    
    
    350,000
    
    
    
    
    420,000
 As of December 31, 2003, the credited years
of pre-1999 service at normal retirement age of 65 for Mr. Regan is
12 years and final average compensation is $301,504. Final average
compensation is calculated in the same manner as the U.S. Pension
Plan and post-1998 service, except that compensation is defined as a
participants base pay only.  Employment Contracts and Termination of Employment Change in Control Agreements Effective December 30, 1994, the
Corporation, and where applicable, PCS Sales, entered into Change in
Control Agreements with certain senior executives, including Mr. Doyle,
Mr. Brownlee and Mr. Moore. The initial term of each
Change in Control Agreement was through December 31, 1997; however,
the term of the Change in Control Agreements has been automatically
renewed for successive one-year periods since December 31, 1997 and
continues to be subject to automatic renewal for successive one-year
terms until the employee reaches age 65 or unless either party gives
notice of termination. A change in control of the Corporation will be
deemed to have occurred if:  (a)
    
    there is a significant (50 percent or more) change in the Board within any
two-year period, not including replacement directors approved for nomination by the
Board;(b)
    
    there occurs an amalgamation, merger, consolidation, or other transaction whereby the
control of the existing shareholders of the Corporation is diluted to less than 50 percent
control of the surviving or consolidated entity;(c)
    
    there occurs a significant (50 percent or more based on book value) sale or other
disposition of the fixed assets of the Corporation within any twelve-month period; or(d)
    
    any party acquires 20 percent or more of the voting securities of the Corporation.
 Benefits pursuant to the Change in Control
Agreements will be payable upon termination of the executives
employment within two years following a change in control. Termination
of the executives employment is defined to include the executive
ceasing to be employed for any reason, including constructive dismissal,
except by reason of death, disability, resignation or voluntary
retirement, or dismissal for dishonest or willful misconduct. The severance benefit entitlements upon
termination of employment following a change in control of the
Corporation are:  (a)
    
    a lump-sum payment of three times the executives current base salary and average
bonus for the last three years;(b)
    
    a lump-sum payment of the pro-rata target bonus for the short year in which the
termination occurs;(c)
    
    immediate vesting and cash out of all outstanding Long-Term Incentive Plan awards;(d)
    
    a credit of three additional years of service under the Supplemental Plan;(e)
    
    three-year continuation of medical, disability, and group term life insurance,
provided that these benefits terminate upon obtaining similar coverage from a new
employer or upon commencement of retiree benefits; and(f)
    
    financial or outplacement counselling to a maximum of Cdn$10,000. Payments to be made pursuant to the foregoing
and relating to the employees bonus may be deferred by the




---



##### 



- 24 -

executive
for up to three years or for such other period as may be permitted by
the Income Tax Act (Canada). All outstanding non-exercisable options granted
to the executive pursuant to the Corporations Stock Option Plan for
Officers and Employees become exercisable upon the occurrence of a
change in control. In the event no public market for the Shares exists,
the Corporation (or PCS Sales as the case may be) will compensate the
executive for the value of his or her options on the basis of a share
value approved by the shareholders of the Corporation upon a change in
control, or, if no such value has been approved, then based upon the
market value of the Shares when last publicly traded. For Mr. Doyle,
there is provision for a gross up of payments to cover excise taxes if
payable in respect of such benefits. Other The current severance policy of the Corporation
for termination without cause, which is applicable to all salaried
employees including the Named Executive Officers, is to provide notice
of impending termination, or payment of salary in lieu of notice,
equivalent to two weeks for each complete year of service (subject to a
minimum of 4 weeks and a maximum of 52 weeks). Such policy is
superseded by specific termination provisions contained in a written
agreement. 
 COMPENSATION OF DIRECTORS Directors of the Corporation are compensated
through the cash payment of an annual retainer plus other fees and the
grant of Share Units (as hereinafter defined). In 2003, the Board
decided to discontinue granting stock options to Directors. Effective
July 1, 2003, each Director voluntarily took a reduction of 10% in
his or her annual retainer. Each outside directors compensation
package, comprised of the above components, approximates $97,000
annually, with the Board Chairs compensation package approximating
$193,000 annually. Details regarding each component of the compensation
packages are as follows. Except as set forth below, each director who is
not also an officer or employee of the Corporation (an outside
director) receives from the Corporation an annual retainer of $27,000,
a per diem fee of $1,000 for meetings he or she attends and a travel fee
of $500 per day where travel is required on a day or days on which a
meeting does not occur. Outside directors receive an additional $10,000
per year if they serve as a chair of a Board committee. Each outside
director who is a member of a Board committee receives a per diem fee of
$1,000 for meetings he or she attends, provided such meetings are not
held the same day as a board meeting. Outside directors are also
reimbursed for expenses incurred in discharging their responsibilities.
Mr. Howe, as Board Chair, receives an annual retainer of $60,000 (as
opposed to $27,000 for the other outside directors).
 Effective November 20, 2001, the
Corporation adopted a Deferred Share Unit Plan for Non-Employee
Directors (the Plan), which entitles non-employee directors to receive
discretionary grants of deferred share units (Share Units), each of
which has a value equal to the market value of a Share at the time of
its grant. The Plan also allows the director to defer, in the form of
Share Units, up to 100% of the annual retainer fees and any other fees
payable to such director in respect of serving as a director (Fees),
which would otherwise be payable in cash. The Plan is intended to
enhance the Corporations ability to attract and retain highly qualified
individuals to serve as directors and promote a greater alignment of
interests between such directors and the shareholders of the Corporation. The number of Share Units credited to the
directors account with respect to Fees that the director elects to
allocate to the Plan is determined as of the last trading day of each
calendar quarter and is equal to the quotient obtained by dividing (a) the
aggregate amount of Fees allocated to the Plan for the relevant
calendar quarter by (b) the market value of a Share on such last
trading day (determined on the basis of the closing price on the Toronto
Stock Exchange for participants resident in Canada and on the basis of
the closing price on the New York Stock Exchange for all other
participants). Share Units earn dividends in the form of additional
Share Units at the same rate as dividends on Shares. Each Share Unit is credited to the account of
an individual director and fully vests upon an award, but is distributed
only when the director has ceased to be a member of the Board or the
board of directors of any subsidiary and the director is neither an
employee of the Corporation nor of any subsidiary. At such time, the
director will receive, at the discretion of the Compensation Committee
and as approved by the Board, either a number of Shares purchased on the
open market equal to the number of Share Units recorded in the
directors account (reduced by the amount of applicable withholding
taxes), or a cash payment equal to the market value of the directors
Share Unit entitlement (less applicable withholding taxes). The
Corporation has determined that payouts pursuant to the Plan will be
made in cash. On November 20, 2003, each non-employee
director received a discretionary grant of 620 Share Units, with the
exception of the Board Chair, Mr. Howe, who was granted 1,423 Share
Units. The Board believes that the economic interests
of Directors should be aligned with those of shareholders. To achieve
this, all Directors are expected to hold Shares and/or Share Units in
the Corporation. By the time a Director has served on the Board for
three years, he or she should own Shares and/or Share Units with a value
at least five times the annual retainer paid to Directors. The Board may
make exceptions to this standard where, as a result of the unique
financial circumstances of a Director, compliance would result in an
unacceptable hardship.




---



##### 



- 25 -



Directors also participate in the Corporations
group life insurance coverage (Cdn$50,000) and Accidental Death and
Dismemberment coverage (Cdn$100,000). 
 REPORT ON CORPORATE GOVERNANCE
AND NOMINATING MATTERS Disclosure regarding Nominating Committee Processes The Corporation has a standing Corporate
Governance and Nominating Committee (the CG&N Committee). At present,
Ms. Mogford (Chair), Mr. Fetzer, Mr. Howe, Ms. Paliza
and Mr. Stromberg comprise the CG&N Committee. The CG&N Committee
has a charter which is available to security holders and others at the
Corporations website, www.potashcorp.com. Each of the five Directors
who comprise the CG&N Committee is independent as independence is
defined in Section 303A of the New York Stock Exchanges Listed
Company Manual. For additional information regarding Director
independence, see Election of Directors  Director Independence. Shareholders may propose individuals to be
nominated for election as directors (a Proposal) in accordance with
the provisions of Section 137 of the Canada Business Corporations Act
(the Act). Shareholders wishing to make a Proposal should refer to
the relevant sections of the Act for a description of the procedures to
be followed. For additional information regarding shareholder proposals,
see Shareholder Proposals. Security holders who do not meet the
threshold criteria for making, or otherwise choose not to make, a
Proposal, may at any time suggest nominees for election to the Board.
Names of and supporting information regarding such nominees should be
submitted to: Corporate Secretary, Potash Corporation of Saskatchewan
Inc., 500  122 1st Avenue South, Saskatoon, Saskatchewan, S7K 7G3,
Canada. A
CG&N Committeerecommended nominee for
a position on the Board must, at minimum, meet the qualification
standards for directors established by Section 105 of the Act. In
addition, such nominee must possess and exhibit the highest degree of
integrity, professionalism and values and all non-employee nominees must
be independent. The CG&N Committee believes that one or more of the
Corporations Directors should possess extensive experience and
expertise in each of the following areas:  
    
    fertilizer industry
    
    global and international commerce
    
    transportation industry
    
    e-commerce and technology
    
    finance
    
    law
    
    accounting
    
    mining industry
    
    chemical industry
    
    general business management
    
    public policy


On an ongoing basis the CG&N Committee asks
incumbent Directors and senior management to suggest individuals who
should be considered as proposed nominees to the Board. The Corporate
Secretary maintains a list of all individuals suggested by incumbent
Directors, senior management or security holders and biographical
information for each such individual. When it becomes apparent that a
vacancy on the Board will arise, either from mandatory or
elective retirement or otherwise, the CG&N Committee reviews its list of proposed nominees as
against the skill sets of incumbent Board members and the range of experience and expertise
necessary for the Board. Proposed nominees who have, in the opinion of the CG&N Committee, the
desired expertise are identified. Those who have the requisite qualifications and meet the
Corporations standards are ranked by the CG&N Committee in order of preference and contacted to
determine their interest in serving on the Board. If this process does not result in the
identification of suitable nominees, the CG&N Committee may engage the services of a search firm
to assist in the identification of director candidates. The CG&N Committee evaluates all proposed
nominees in the manner described, no matter what the source of the recommendation. Disclosure regarding the Ability of Security Holders to
Communicate with the Board of Directors The Corporation has a process for security
holders to communicate with the Board. Communications in writing should
be sent to: PotashCorp Board of Directors
c/o Corporate Secretary
500  122 1st Avenue South
Saskatoon, Saskatchewan S7K 7G3
CANADA Communications by email should be sent to directors@potashcorp.com. Matters relating to the Corporations
accounting, internal accounting controls or auditing matters will be
referred to the Audit Committee. Other matters will be referred to the
Board Chair. To further facilitate communications between
the Corporations security holders and the Board, the Corporation has
adopted a policy that all Directors standing for re-election and all new
Director nominees are expected to attend the annual meeting of
shareholders. In 2003, all such Directors and nominees attended the
annual meeting. Disclosure in Accordance with Toronto Stock Exchange
Guidelines A statement on corporate governance pursuant to
the requirements and guidelines of the Toronto Stock Exchange relating
to disclosure of corporate governance practices is attached hereto as
Appendix A.




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##### 



- 26 -  PERFORMANCE GRAPHS The following graph illustrates the
Corporations cumulative shareholder return, assuming reinvestment of
dividends, by comparing a $100 investment in the Shares at
 December 31,
1998 to the return on the Standard & Poors 500 Index and the
Dow Jones Basic Materials Companies Index.
   (PERFORMANCE GRAPH) Dec-98
    
    
    Dec-99
    
    
    Dec-00
    
    
    Dec-01
    
    
    Dec-02
    
    
    Dec-03Potash Corporation of Saskatchewan Inc.  NYSE Listing
    
    
    $
    100
    
    
    
    $
    71
    
    
    
    $
    127
    
    
    
    $
    101
    
    
    
    $
    107
    
    
    
    $
    147S&P500®
    
    
    $
    100
    
    
    
    $
    121
    
    
    
    $
    110
    
    
    
    $
    97
    
    
    
    $
    76
    
    
    
    $
    97Dow Jones US Basic Materials Companies Index
    
    
    $
    100
    
    
    
    $
    134
    
    
    
    $
    73
    
    
    
    $
    128
    
    
    
    $
    108
    
    
    
    $
    168




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##### 



- 27 -

The following graph illustrates the
Corporations cumulative shareholder return, assuming reinvestment of
dividends, by comparing a Cdn$100 investment in the Shares
 at December 31,
1998 to the return on the S&P/TSX Companies Index.
   (PERFORMANCE GRAPH) Dec-98
    
    
    Dec-99
    
    
    Dec-00
    
    
    Dec-01
    
    
    Dec-02
    
    
    Dec-03Potash Corporation of Saskatchewan Inc.  TSX Listing
    
    
    $
    100
    
    
    
    $
    73
    
    
    
    $
    126
    
    
    
    $
    107
    
    
    
    $
    111
    
    
    
    $
    127S&P/TSX Composite Index
    
    
    $
    100
    
    
    
    $
    132
    
    
    
    $
    141
    
    
    
    $
    124
    
    
    
    $
    108
    
    
    
    $
    137
  DIRECTORS AND OFFICERS LIABILITYINSURANCE The Corporation has acquired and maintains
liability insurance for its directors and officers as well as those of
its subsidiaries as a group. The coverage limit of such insurance is $50 million
per occurrence and $50 million in the annual aggregate.
The Corporation has entered into a one-year
 contract ending June 30,
2004. Premiums of $406,646 were paid by the Corporation for the last
fiscal year. Claims for which the Corporation grants indemnification to
the insured persons are subject to a $5 million deductible for any
one loss.




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##### 



- 28 -

VOTING SHARES There are 53,367,413 Shares of the
Corporation outstanding as of February 29, 2004, each Share carrying
the right to one vote. Each shareholder of record at the close of
business on March 18, 2004 is entitled to vote at the Meeting the
Shares registered in his or her name on that date. The quorum for any meeting of shareholders is
one or more persons present and holding or representing by proxy not
less than 5% of the total number of outstanding Shares. 
 OWNERSHIP OF SHARES The following table sets forth information as
of February 29, 2004, with respect to the beneficial ownership of
Shares held by the executive officers of the Corporation named in the
Summary Compensation Table herein and by all directors and executive
officers of the Corporation. Name
    
    
    Amount and Nature of
        Beneficial Ownership
        (1)(2)(3)William J. Doyle
    
    
    
    397,091James F. Dietz
    
    
    
    133,205Wayne R. Brownlee
    
    
    
    199,748Barbara J. Irwin
    
    
    
    67,500Garth W. Moore
    
    
    
    172,060Thomas J. Regan
    
    
    
    40,773All directors and
executive officers as a group, including
the above-named individuals (25 persons)
    
    
    
    1,653,162
  (1)
    
    The number of Shares beneficially owned is reported on the basis of
regulations of the U.S. Securities and Exchange Commission, and includes Shares
that the individual has the right to acquire at any time within 60 days after
February 29, 2004 and Shares directly or indirectly held by the individual or
by certain family members or others over which the individual has sole or shared
voting or investment power.(2)
    
    Each of the directors and executive officers of the Corporation owned less
than 1% of the Shares issued and outstanding as at February 29, 2004. The
directors and executive officers of the Corporation as a group beneficially owned
approximately 3.09% of the Shares issued and outstanding as at February 29,
2004.(3)
    
    Includes Shares purchasable within 60 days after February 29, 2004
through the exercise of options granted by the Corporation, as follows: Mr. Doyle
345,000 Shares; Mr. Dietz 127,500 Shares; Mr. Brownlee 193,500 Shares;
Ms. Irwin 65,000 Shares, Mr. Moore 171,000 Shares, Mr. Regan
38,750 Shares and directors and executive officers as a group,
including the foregoing individuals, 1,556,300 Shares. Listed below is the name and other information concerning
persons known to the Corporation (from the
 Corporations records and reports
filed with the U.S. Securities and Exchange Commission on Schedule 13D
or 13G) who owned, as of February 29, 2004 more than 5% of any class
of the Corporations voting securities: Name and Address of
Beneficial Owner
    
    
    Amount and Nature of
Beneficial Ownership
    
    
    Percent of
Class(1)Lord, Abbett & Co.
90 Hudson Street
Jersey City, New Jersey
07302
    
    
    4,765,273(2)(3)
    
    
    
    8.92
    %Primecap Management Company
225 South Lake Avenue
Suite 400
Pasadena, California
91101
    
    
    4,196,760(4)(5)
    
    
    
    7.86
    %T. Rowe Price
Associates, Inc.
100 E. Pratt Street
Baltimore, Maryland
21202
    
    
    3,622,050(6)(7)
    
    
    
    6.78
    %Capital Research and 
Management Company
333 South Hope Street,
Los Angeles, California
90071
    
    
    3,513,200(8)(9)
    
    
    
    6.58
    %Jarislowky, Fraser Limited
1010 Sherbrooke St. West
Suite 2005
Montreal, Quebec
H3A 2R7
    
    
    3,093,820(10)(11)
    
    
    
    5.79
    %
  (1)
    
    Represents percent of Shares outstanding as of February 29, 2004.(2)
    
    Such person has sole voting and dispositive power as to all 4,765,273 
Shares.(3)
    
    As set forth in a Schedule 13G dated January 26, 2004.(4)
    
    Such person has sole dispositive power as to all 4,196,760 Shares and
sole voting power as to 841,710 Shares.(5)
    
    As set forth in a Schedule 13G (amendment) dated December 31, 2003.(6)
    
    Such person has sole dispositive power as to all 3,622,050 Shares and
sole voting power as to 540,550 Shares.(7)
    
    As set forth in a Schedule 13G (amendment) dated February 13, 2004.(8)
    
    Such person has sole dispositive power as to all 3,513,200 Shares.(9)
    
    As set forth in a Schedule 13G dated February 9, 2004.(10)
    
    Such person has sole dispositive power as to all 3,093,820 Shares,
sole voting power as to 2,785,070 Shares and shared voting power as to 308,750
 Shares.(11)
    
    As set forth in a Schedule 13G dated February 6, 2004.




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##### 



- 29 -

SHAREHOLDER PROPOSAL A proposal has been submitted by a shareholder
for consideration at this Annual and Special Meeting. Such proposal and
the Boards response thereto are set forth in the attached Appendix 
C. 
 2005 SHAREHOLDER PROPOSALS Proposals of shareholders intended to be
presented at the Corporations annual meeting of shareholders in 2005
and which such shareholders are entitled to request be included in the
Management Proxy Circular for that meeting, must be received at the
Corporations principal executive offices not later than
December 11,
2004.
 ADDITIONAL INFORMATION Copies of the Corporations most recent Form 10-K
together with any document incorporated by reference therein,
the most recent annual financial statements together with the
accompanying report of the auditor, and any interim financial statements
filed subsequent to the filing of the most recent annual financial
statements may be obtained on request from the Secretary of the
Corporation. 
 DIRECTORS APPROVAL The contents and the sending of this Management
Proxy Circular have been approved by the Board.
   -s- John HamptonJohn L.M. Hampton
Secretary
March 11, 2004




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##### 



APPENDIX A Corporate Governance The Board of Directors, through its Corporate
Governance and Nominating Committee which met 4 times in 2003, is
focused on new threshold regulatory standards (both proposed and
implemented) as well as best practices which go beyond the requirements
mandated by regulation. To comply with those standards and achieve
those best practices, the Board has adopted a comprehensive package of
governance principles. The complete text of the Corporations Governance
Principles and the text of each Committee Charter, as well as other
governance related documents, can be found at www.potashcorp.com. In keeping with the Toronto Stock Exchange
Guidelines on Corporate Governance, the following table describes the
Corporations position on each of the enumerated areas. DoesPCSTSX Guidelines for
    
    CurrentlyEffective Corporate Governance
    
    Align?
    
    Comments1.
    
    The Board of Directors should explicitly assume responsibility for
stewardship of the corporation and specifically for:(a)  Adoption of a strategic planning process;
    
    Yes
    
    The Board of Directors Charter provides that the Board has the
responsibility to participate, as a whole and through its Committees,
in identifying the objectives and goals of the business as well as
associated risks, and the strategy by which it proposes to reach
those goals and mitigate those risks. The Board, either directly or
through Board Committees, assumes responsibility for overseeing the
operation of the Corporations business and for supervising
management.The Board devotes a significant portion of its annual three day
mid-winter meeting to strategic planning, including a review of the
plan and special presentations on matters of particular strategic
significance.The Board has formalized its approach to strategic planning through
the adoption of a strategic planning calendar. It provides a
well-defined strategic planning process with specific activities,
events and deliverables throughout a repeating 12-month cycle.(b)  Identification of the principal risks of the Corporations
business and ensuring the implementation of appropriate risk
management systems;
    
    Yes
    
    The Board has established a comprehensive approach to risk
identification and management. A comprehensive risk universe,
divided into four parts on the basis of Committee areas of
responsibility, has been developed. Senior management, working with
the appropriate Committees, identify significant risks from the risk
universe. Senior executives are assigned responsibility for each
significant risk and, working with a multi-disciplinary project team,
they:(i)     evaluate the risk exposure of each significant risk;(ii)    recommend response modifications to achieve the
appropriate level of exposure; and(iii)   refine the risk evaluation process for subsequent use.The results of such activities are reviewed with the appropriate
Committees and are reported to the Board annually in November at a
meeting convened for that purpose.




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##### 



A-2

DoesPCSTSX Guidelines for
    
    CurrentlyEffective Corporate Governance
    
    Align?
    
    Comments(c)  Succession planning, including appointing, training and
monitoring senior management;
    
    Yes
    
    The Board Charter provides that the Board has responsibility for
succession planning, both for the Chief Executive Officer and for
other management. Regular reviews of succession planning are made to
the Board by management and the Compensation Committee regularly
reviews Chief Executive Officer succession planning. The Board is
also responsible for developing procedures and ensuring their
implementation for appointing, training and monitoring senior
management.(d)  Communications policy; and
    
    Yes
    
    The Board has adopted a comprehensive policy on corporate disclosure.
A Disclosure Committee, composed of the Senior Vice President
Corporate Relations, the Chief Operating Officer, the Chief Financial
Officer, the President, PCS Sales, and the General Counsel has been
created to oversee the application of the Disclosure Policy. The
Disclosure Policy confirms the Corporations commitment to timely,
consistent, credible, non-selective dissemination of material
information and establishes procedures to effect such ends. The
Disclosure Policy encompasses website postings, electronic
communications, and dealings with regulators, analysts and the media.(e)  Integrity of internal control and management information
systems.
    
    Yes
    
    The Audit Committee, which met 9 times in 2003, regularly reviews the
integrity of the Corporations internal control and management
information systems. Such reviews include receiving reports from the
Chief Financial Officer, the Chief Information Officer, the
Controller and the Internal Auditor and discussions with external
auditors. Findings are summarized and reported to the Board.2.
    
    A majority of Directors should be unrelated (that is, independent
of management and free from any conflict of interest).
    
    Yes
    
    As of March 15, 2004 twelve Directors comprised the Board. Of
that number eleven were independent Directors.The Boards definition of an independent Director is one who has no
material relationship to the Corporation. An affirmative
determination of the independence of each Director or nominee will be
made in accordance with the rules of the New York Stock Exchange.
Such determinations, as well as the basis for a determination that a
relationship is not material and any standard adopted to assist in
making determinations of independence, are disclosed in the attached
Management Proxy Circular at Election of Directors - Director
Independence.The Board has concluded that Directors who are independent under the
New York Stock Exchange standard are also unrelated Directors for the
purposes of the Guidelines with the result that eleven Directors are
unrelated.As of March 15, 2004 the Corporation did not have a significant
shareholder as defined in the Guidelines.




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##### 



A-3

DoesPCSTSX Guidelines for
    
    CurrentlyEffective Corporate Governance
    
    Align?
    
    CommentsA Policy has been established which provides that Directors will not
stand for re-election after reaching the age of seventy years.3.
    
    Disclose for each Director whether the Director is related and how
that conclusion was reached.
    
    Yes
    
    The Board has applied the New York Stock Exchange standard of
independence and concluded that eleven of its Directors are
independent. The remaining Director, Mr. Doyle, as an executive
and employee of the Corporation is not independent. See Election of
Directors  Director Independence in the attached Management
Proxy Circular.4.
    
    The Board of Directors should appoint a Committee:(a)  responsible for proposing new nominees to the full Board for
election; and
    
    Yes
    
    The Corporate Governance and Nominating Committee is responsible for
recruiting and proposing to the full Board new nominees for
Directors. The Committee, in the discharge of its duties:(i)     in consultation with the Board and Chief Executive
Officer and, on an ongoing basis, identifies the mix of expertise and
qualities required for the Board;(ii)    assesses the attributes new Directors should have for
the appropriate mix to be maintained;(iii)   in consultation with the Board and Chief Executive Officer
and, on an ongoing basis, maintains a database of potential
candidates;(iv)   has implemented a procedure to identify, with as much
advance notice as practicable, impending Board vacancies, so as to
allow sufficient time for recruitment and for introduction of
proposed nominees to the existing Board;(v)    develops a short-list of candidates and arranges for
each candidate to meet with the Chairman and the Chief Executive
Officer;(vi)   recommends to the Board as a whole proposed nominee(s) and
arranges for their introduction to as many Board members as
practicable;(vii)  ensures that prospective candidates are informed of the
degree of time, energy and commitment the Corporation expects of its
Directors; and(viii) encourages diversity in the composition of the Board.(b)  Composed exclusively of outside (non-management) Directors, a
majority of whom are unrelated.
    
    Yes
    
    The Corporate Governance and Nominating Committee is composed of five
outside Directors, each of whom is independent and unrelated.




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##### 



A-4

DoesPCSTSX Guidelines for
    
    CurrentlyEffective Corporate Governance
    
    Align?
    
    Comments5.
    
    Implement a process for assessing the effectiveness of the Board, its
committees and individual Directors.
    
    Yes
    
    The Board has adopted policies requiring annual Board assessment,
annual Director self-assessment and annual Committee assessments. The
Board assessment includes an assessment of the Board against its
Charter. The results of such assessments are reported to the full
Board and form a basis for continuous improvement in board practices.Responsibility for the assessment process and any follow- up action
lies with the Corporate Governance and Nominating Committee and the
Board Chair.6.
    
    Provide orientation and education programs for new Directors.
    
    Yes
    
    The Board has adopted a written New Director Orientation Policy
designed to:(i)    provide each new Director with a baseline of
knowledge about the Corporation which will serve as a basis for
informed decision-making;(ii)   tailor the program for each new Director to take into
account his or her unique mix of skills, experience, education,
knowledge and needs; and(iii)  be delivered over a period of time to minimize the
likelihood of overload and maximize the lasting educational impact.The orientation program is tailored to the needs of each new
Director, and will consist of a combination of written material,
one-on-one meetings with senior management, site visits and other
briefings and training as appropriate.7.
    
    Consider size of Board with a view to facilitating effective
decision-making.
    
    Yes
    
    The Board has considered its size and has concluded that a board
comprising 12 members (its current size) allows it to most
effectively discharge its duties.8.
    
    Review the adequacy and form of compensation of Directors in light of
the responsibilities and risks involved in being an effective
Director.
    
    Yes
    
    The Compensation Committee regularly reviews both the amount and
components of the Corporations Director compensation package and the
Chairs compensation package and believes that the current
compensation is appropriate for the responsibilities and risks
assumed by the Directors.The Board has determined that a portion of the total annual
compensation package should be paid in the form of Deferred Share
Units (Share Units). As well, each Director can elect to take some
or all of his or her annual and per diem fees in the form of Share
Units. Each Share Unit has a floating value equivalent to one common
share of the Corporation and cannot be paid out until the Director
retires from the Board. The Board adopted the Share Unit component to
more closely align the economic interests of Directors with those of
the Corporations shareholders.




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##### 



A-5

DoesPCSTSX Guidelines for
    
    CurrentlyEffective Corporate Governance
    
    Align?
    
    CommentsThe Board believes that the economic interests of Directors should be
aligned with those of shareholders. To achieve this, all Directors
are expected to hold shares and/or Share Units in the Corporation. By
the time a Director has served on the Board for three years, he or
she should own shares and/or Share Units with a value at least five
times the annual retainer paid to Directors. The Board may make
exceptions to this standard where, as a result of the unique
financial circumstances of a Director, compliance would result in an
unacceptable hardship.9.
    
    Board committees should generally be composed of outside Directors, a
majority of whom are unrelated.
    
    Yes
    
    Of the five committees of the Board, four (the Audit, Compensation,
Corporate Governance and Nominating, and Safety, Health and
Environment Committees) are composed entirely of independent and
unrelated Directors. The Executive Committee is composed of four
independent unrelated Directors and one inside Director.Each Committee of the Board has a written Charter which details the
Committees duties and responsibilities. The Charter of each
Committee can be found at the Corporations website,
www.potashcorp.com.10.
    
    Appoint a committee responsible for developing the Corporations
approach to corporate governance issues and the Guidelines.
    
    Yes
    
    The Board has established a Corporate Governance and Nominating
Committee. At present, that Committee is composed of five outside
Directors, each of whom is independent and unrelated. The purpose of
the Committee is to identify individuals qualified to become members
of the Board consistent with the criteria approved by the Board, to
recommend to the Board Director nominees for each annual meeting of
shareholders and nominees for election to fill vacancies on the Board
of Directors and to address related matters. The Committee shall also
develop and recommend to the Board of Directors corporate governance
principles applicable to the Corporation and be responsible for
leading the annual review of the Boards performance.11.
    
    (a)  Define limits to Managements responsibilities by developing
position descriptions for:(i)   the Board; and
    
    Yes
    
    The Board has adopted a Charter which sets out its responsibilities
and the limits to managements responsibilities. The Board is
specifically charged with:(a)    oversight and approval on an ongoing basis of the
Corporations business strategy;(b)    appointment of the Chief Executive Officer and
monitoring his or her performance;(c)    approving the appointment of all corporate officers and
ensuring that adequate provision has been made for management
succession;(d)    establishing standards for management and monitoring
performance;




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##### 



A-6

DoesPCSTSX Guidelines for
    
    CurrentlyEffective Corporate Governance
    
    Align?
    
    Comments(e)    approving procedures for strategy implementation, for
identifying and managing risks and for insuring the integrity of
internal control and management information systems; and(f)    reporting to shareholders on the performance of the
business.The Board has specifically retained responsibility for managing its
own affairs, including planning its composition, selecting the Board
Chair, nominating candidates for election to the Board, appointing
committees and determining Director compensation.(ii)  the Chief Executive Officer.
    
    Yes
    
    A written position description for the Chief Executive Officer has
been developed and approved by the Board.(b)  Board should approve the Chief Executive Officers corporate
objectives.
    
    Yes
    
    The Compensation Committee annually reviews the Chief Executive
Officers performance as against specific written objectives
established at the beginning of each year and together with all other
independent members of the Board approves annually the Chief
Executive Officers compensation package.12.
    
    Establish structures and procedures to ensure the Board can function
independently of management.
    
    Yes
    
    The Board has determined that the Corporation is best served by
dividing the responsibilities of Board Chair and Chief Executive
Officer. The Board Chair is independent and unrelated and is chosen
by the full Board. A position description for the Board Chair has
been developed and approved by the Board. Amongst other things the
Chair is expected to:(i)    provide leadership necessary for effective
functioning of the Board;(ii)   lead in the assessment of Board performance;(iii)  assist the Compensation Committee in monitoring and
evaluating the performance of the Chief Executive Officer;(iv)  lead the Board in ensuring succession plans are in place at
the senior management level; and(v)    act as an effective liaison between the Board and
management.The Board has also adopted a policy of meeting without management
present at each regularly scheduled meeting of the Board. These
sessions are of no fixed duration and participating Directors are
encouraged to raise and discuss any issues of concern.




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##### 



A-7

DoesPCSTSX Guidelines for
    
    CurrentlyEffective Corporate Governance
    
    Align?
    
    Comments13.
    
    (a)  The Audit Committee should have a mandate which specifically
defines the roles and responsibility of the Audit Committee;
    
    Yes
    
    The Audit Committee has a comprehensive written Charter which was
last reviewed and amended in 2004.The Committee is composed solely of independent, unrelated Directors.
All members of the Committee must be financially literate and at
least one member of the Committee must have accounting or related
financial expertise. The Board has concluded that all members of the
Committee are financially literate and Mr. Vicq is an Audit
Committee Financial Expert within the rules of the U.S. Securities
and Exchange Commission relating to audit committees.The Charter explicitly affirms that the external auditor is
ultimately accountable to the shareholders through the Board of
Directors and Audit Committee. The Committee regularly assesses the
independence of the external auditor and in its review of annual and
quarterly financial statements, there is included a discussion of the
quality of the Corporations accounting principles and the relevance,
reliability, comparability and understandability of the financial
statements. The Audit Committee communicates directly with internal
and external auditors and assumes responsibility for overseeing
management reporting and internal control systems.(b)  All members should be outside Directors.
    
    Yes
    
    The Audit Committee is at present composed of five members, all of
whom are independent and unrelated.14.
    
    Implement a system to enable individual Directors to engage outside
advisors, at the expense of the Corporation in appropriate
circumstances.
    
    Yes
    
    Individual Directors may engage outside advisors, at the
Corporations expense, upon authorization of the Executive Committee.




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##### 



APPENDIX B POTASH CORPORATION OF SASKATCHEWAN INC. AUDIT COMMITTEE CHARTER  1.
    
    Objectives  i)
    
    The Audit Committee will assist the Board of Directors in fulfilling its oversight
responsibilities for (1) the integrity of the companys financial statements, (2) the
companys compliance with legal and regulatory requirements, (3) the independent
auditors qualifications and independence, and (4) the performance of the companys
internal audit function and independent auditors. In performing its duties, the Committee
will maintain effective working relationships, including engaging in full and frank
discussions, with the Board of Directors, management, and the internal and external auditors.
To perform his or her role effectively, each Committee member will obtain an understanding of
the detailed responsibilities of Committee membership as well as the Corporations business,
operations and risk.ii)
    
    In discharging its responsibilities, the Audit Committee is not itself responsible for the
planning or conduct of audits or for any determination that the Corporations financial
statements are complete and accurate or in accordance with Canadian or U.S. generally
accepted accounting principles.  2.
    
    External Auditor Independence  i)
    
    The Corporations external auditor is ultimately accountable to the shareholders through
the Board of Directors and Audit Committee.ii)
    
    The Committees responsibilities regarding the independence of the external auditor are
identified under the heading Duties, Powers and Responsibilities: External Audit.  3.
    
    Membership  i)
    
    The Board of Directors shall appoint annually from among its members an Audit Committee to
hold office for the ensuing year or until their successors are elected or appointed.ii)
    
    The Audit Committee shall consist of not less than three and not more than five members,
none of whom is a current or former officer or employee of the Corporation or any of its
affiliates and none of whom has any relationship to the Corporation that may interfere with
the exercise of their independence from management and the Corporation. In addition, members
must be financially literate and at least one member should be an Audit Committee Financial
Expert. Each member shall meet the independence, experience and financial literacy
requirements of applicable law and listing standards.iii)
    
    The Board of Directors may from time to time designate one of the members of the Audit
Committee to be the Committee Chair and the Secretary of the Corporation shall be the
Secretary of the Audit Committee.iv)
    
    Any member of the Audit Committee may be removed or replaced at any time by the Board of
Directors and shall cease to be a member of the Audit Committee on ceasing to be a Director.
The Board of Directors may fill vacancies on the Audit Committee by election from among the
Board of Directors. If and whenever a vacancy shall exist on the Audit Committee, the
remaining members may exercise all its powers so long as a quorum remains in office. Subject
to the above, each member of the Audit Committee shall hold office as such until the next
Annual Meeting of Shareholders after his or her election.  4.
    
    Meetings and Participation  i)
    
    Meetings of the Audit Committee shall provide a framework for a full and frank discussion
of all relevant matters, including: financial statement disclosures, accounting, internal
controls and auditing. To accomplish this:  
    
    The Audit Committee shall meet at least once each quarter. Meeting agendas will be
prepared and provided in advance to members, along with appropriate briefing materials.
    
    The Corporations internal auditor shall be entitled to receive notice of every meeting
of the Audit Committee, and shall attend such meetings at the invitation of the Audit
Committee. The external auditor shall be entitled to receive notice of every meeting of
the Audit Committee and to attend and be heard thereat. The Audit Committee expects that
both the internal and external auditors will have independent communication and
information flow with it or the Committee Chair and has the authority to communicate
directly with the internal and external auditors.




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##### 



B-2


    
    The Audit Committee may invite such officers, directors and employees of the
Corporation as it may see fit, or any external counsel, from time to time to attend
meetings of the Audit Committee and assist in the discussion and consideration of the
duties of the Audit Committee. The Audit Committee shall have full authority to
investigate any matter brought to its attention with full access to all books, records,
facilities and personnel of the Corporation.
    
    The time at which and place where the meetings of the Audit Committee shall be held and
the calling of meetings and the procedure in all things at such meetings shall be
determined by the Audit Committee; provided that meetings of the Audit Committee shall be
convened whenever requested by the external auditor or any member of the Audit Committee
in accordance with the Canada Business Corporations Act.
    
    No business may be transacted by the Audit Committee except at a meeting of its members
at which a quorum of the Audit Committee is present. A majority of the members of the
Audit Committee shall constitute a quorum.
    
    At least once each quarter, in the absence of any management representatives, the Audit
Committee shall meet separately with both the Corporations internal and external
auditors (in camera meetings).
    
    The Audit Committee shall keep minutes of its meetings in which shall be recorded all
action taken by it, which minutes shall be approved by Committee members and available as
soon as possible to the Board of Directors and provided to each Director who so requests.
Items discussed in the in camera portion (with the external auditor and the internal
auditor) of Audit Committee meetings will not be recorded in the minutes of that meeting.  5.
    
    Duties, Powers and Responsibilities  i)
    
    There is hereby delegated to the Audit Committee the duties and powers specified in section 171
of the Canada Business Corporations Actand, without limiting these duties and
powers, the Audit Committee shall:  a)
    
    Financial Statements  
    
    In the discussion of the external audit plan with the external auditor and management,
members of the Committee shall satisfy themselves that both quantitative and appropriate
qualitative factors have been taken into account in the determination of whether or not
amounts or disclosures are material to financial statements.
    
    Review and discuss with both management and the external auditor the annual audited
Financial Statements, Managements Discussion and Analysis of Financial Condition and
Results of Operations, and Selected Eleven-Year Data prior to their submission to the Board of Directors for approval, and make a
determination whether to recommend to the Board of Directors that the audited Financial
Statements and Managements Discussion and Analysis of Financial Condition and Results of
Operations be included in the Corporations Form 10-K.
    
    Review and discuss with both management and the external auditor the unaudited
quarterly financial statements of the Corporation and other financial information to be
included in the Corporations Form 10-Q and, if such statements and information are
found to conform to the accounting practices and standards of the Corporation, approve
pursuant to the authority delegated to the Committee by the Board and authorize the
release and publication of such statements and information. The Audit Committee shall
also discuss the results of the external auditors review of the Corporations quarterly
financial statements conducted in accordance with Statement of Auditing Standards (SAS)
No. 71. The Committee shall also review, and prior to publication approve pursuant to
the authority delegated to the Committee by the Board, the quarterly Managements
Discussion and Analysis of Financial Condition and Results of Operations.
    
    In the review of annual and quarterly financial statements, discuss the quality of the
Corporations accounting principles, the reasonableness of significant judgments, the
clarity of the disclosures in the financial statements and the adequacy of internal
controls. The Audit Committee shall also discuss the results of the annual audit and any
other matters required to be communicated to the Audit Committee by the external auditor
under Canadian generally accepted auditing standards, U.S. generally accepted
auditing standards, applicable law or listing standards, including matters required to be
discussed by SAS No. 61, as amended by SAS No. 90. The framework for discussion
will be from the perspective of those who use the statements and will include reference
to relevance, reliability, comparability and understandability of these statements.
    
    Discuss the Corporations earnings press releases, as well as financial information and
earnings guidance provided to analysts and ratings agencies. Such discussion may be done
generally and the Committee need not discuss in advance each earnings release or each
instance in which the Corporation may provide earnings guidance.
    
    Review in detail the result of the external auditors review of the Corporations
financial records, including the management letter, and report to the Board of Directors
any matters that remain unresolved. Such review shall address any problems or




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##### 



B-3

difficulties the external auditor may have encountered in connection with the annual
audit or otherwise, including any restrictions on the scope of activities or access to
required information, any disagreements with management regarding generally accepted
accounting principles and other matters, material adjustments to the financial statements
recommended by the external auditor and adjustments that were proposed but passed,
regardless of materiality.
    
    Review periodically with management, the internal auditor and the external auditor the
effect of new or proposed regulatory and accounting initiatives on the Corporations
financial statements and other public disclosures and procedures.
    
    Review with the external auditor (i) the Corporations critical accounting policies
and estimates, and (ii) any alternative treatments of financial information under
Canadian or U.S. generally accepted accounting principles that have been discussed
with management.  b)
    
    Internal and Disclosure Controls  
    
    The Audit Committee shall discuss with management, the internal auditor and the
external auditor the Corporations major risk exposures (whether financial, operational
or otherwise), the adequacy and effectiveness of the accounting and financial controls,
and the steps management has taken to monitor and control such exposures and manage legal
compliance programs, among other considerations that may be relevant to their respective
audits.
    
    Review on an annual basis with management and the external auditor the Corporations
internal controls and procedures and managements internal control report, including any
attestation of such report by the external auditor. Management and the internal auditor
shall report periodically to the Audit Committee regarding any significant deficiencies
in the design or operation of the Corporations internal controls, material weaknesses in
internal controls and any fraud (regardless of materiality) involving persons having a
significant role in the internal controls, as well as any significant changes in internal
controls implemented by management during the most recent reporting period of the
Corporation.
    
    Review with the Chief Executive Officer, the Chief Financial Officer and the General
Counsel on an annual basis the Corporations disclosure controls and procedures,
including any significant deficiencies in, or material non-compliance with, such controls
and procedures.
    
    Discuss with the Chief Executive Officer and the Chief Financial Officer all elements
of the certification required pursuant to Sections 302 and 906 of the Sarbanes-Oxley
Act. The Chair of the Audit Committee shall participate in the quarterly Sarbanes-Oxley
Due Diligence Conference Call meeting.  c)
    
    Internal Audit  
    
    Review with management, the external auditor and the internal auditor, the internal
audit department charter, audit scope, audit plans, activities and staffing of the
internal audit function.
    
    Review with management, the external auditor and the internal auditor, the internal
auditors periodic activity reports.
    
    Review on an annual basis the experience and qualifications of the senior members of
the internal auditors, the quality control procedures of the internal auditors and the
overall effectiveness of the internal audit function including comparison with external
benchmarks.
    
    If the internal audit services are outsourced, the Committee shall be responsible for
the engagement, evaluation and termination of the internal audit service providers and
shall approve fees paid to the internal audit service providers. As part of its
responsibility to evaluate any internal audit service providers, the Committee shall
review the quality control procedures applicable to the service providers. The Committee
shall also obtain not less frequently than annually a report of the service providers
addressing such service providers internal control procedures, issues raised by their
most recent internal quality control review or by any inquiry or investigation by
governmental or professional authorities for the preceding five years and the response of
such service providers.
    
    Review internal audit costs annually.
    
    Discuss with the Chief Executive Officer any proposed dismissal, appointment or
replacement of the internal auditor.  d)
    
    External Audit  
    
    Review with the external auditor, management and the internal auditor the external
auditors proposed audit plan and approach, including coordination with the internal
auditor and the relationship between areas of audit emphasis and quantum of risk.




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##### 



B-4


    
    Review with the external auditor annually their written statement regarding
relationships and services which may affect the external auditors objectivity and
independence. The Audit Committee shall approve guidelines for the retention of the
external auditor for any non-audit service and the fee for such service and shall
determine procedures for the approval of audit and non-audit services in advance. The
Audit Committee shall, in accordance with such procedures, approve in advance any audit
or non-audit service provided to the Corporation by the external auditor, all as required
by applicable law or listing standards.
    
    At least annually, review a report by the external auditor describing any material
issues raised by the most recent internal quality control review of the local practice
office or by any inquiry or investigation by governmental or professional authorities of
the local practice office, within the preceding five years, and steps taken to address
any such issues. The report shall also include any similar matters pertaining to offices
other than the local practice office, to the extent the audit partner is aware of such
matters.
    
    Ensure the regular rotation of the lead partner and the reviewing partner to the extent
required by law, and regularly consider whether or not there should be a rotation of the
Corporations external auditor.
    
    With management, evaluate the performance of the external auditor, and the lead partner
of the external auditor, annually.
    
    Recommend the appointment, reappointment or replacement of the external auditor to the
Board for recommendation to the shareholders.
    
    Review and recommend to the Board external audit fees.
    
    Review and approve guidelines for the Corporations hiring of former employees and
partners of the external auditor, which shall meet the requirements of applicable law and
listing standards.  e)
    
    Compliance  
    
    Review periodically with management, including the General Counsel, and the external
auditor any correspondence with, or other action by, regulators or government agencies
and any employee complaints or published reports that raise concerns regarding the
Corporations financial statements, accounting or auditing matters or compliance with the
Corporations Code of Business Conduct. The Audit Committee shall also meet periodically
and separately with the General Counsel and other appropriate legal staff of the
Corporation or external counsel to review material legal affairs of the Corporation and
the Corporations compliance with applicable law and listing standards.
    
    Review a summary of compliance with the Corporations Code of Business Conduct on an
annual basis.  f)
    
    Reporting Responsibilities  
    
    Regularly update the Board about Committee activities and ensure the Board is aware of
matters which may significantly impact the financial condition or affairs of the
Corporation.
    
    Prepare annually a report for inclusion in the proxy statement. This report will
disclose the Committees activities that resulted from its financial reporting oversight
responsibilities. Specifically, the report will deal with its review of the financial
statements with management, the discussions it has had with the external auditor
regarding their written disclosures pertaining to independence and other matters required
to be discussed and will contain disclosure of all audit and non-audit fees paid to the
external auditor.
    
    Prepare a report to the Board regarding the result of its annual self-assessment.  g)
    
    Other Responsibilities  
    
    Maintain procedures for the receipt, retention and treatment of complaints received by
the Corporation regarding financial statement disclosures, accounting, internal
accounting controls or auditing matters, and the confidential, anonymous submission by
employees of the Corporation of concerns regarding financial statement disclosures,
accounting, internal accounting controls and auditing matters. Such procedures are
appended hereto as Annex A
    
    Review and address any complaints received by the Corporation regarding financial
statement disclosures, accounting, internal accounting controls or auditing matters, and
any confidential, anonymous submissions by employees of the Corporation of concerns
regarding questionable accounting or auditing matters.
    
    Review annually a summary of the Corporations transactions with directors and officers
and with firms that employ directors, as well as any other material related party
transactions.




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##### 



B-5


    
    Review quarterly the report prepared by the Natural Gas Hedging Committee. If the
hedged position is outside of the guidelines approved by the Natural Gas Hedging
Committee, determine the reasons for this deviation and the actions that will be taken as
a result.
    
    Evaluate its performance under this Charter. The Committee shall address all matters
that the Committee considers relevant to its performance, including the following:  
    
    The adequacy, appropriateness and quality of the information and recommendations
presented by the Committee to the Board;
    
    The adequacy of information provided to the Committee by management, the internal
auditor and the external auditor;
    
    Whether or not members have adequate opportunity to discuss issues and ask probing
and/or challenging questions of management, where necessary;
    
    Whether or not the Audit Committee is kept apprised of the significant operational,
financial and regulatory issues currently being faced by the Corporation;
    
    Whether or not the membership of the Committee contains the proper mix of relevant
financial, legal and business talent; and,
    
    Whether or not management are proactive in assisting the Committee in keeping current
on important business, financial, operational and regulatory matters.  
    
    In assessing its own performance, the Audit Committee shall solicit feedback from the
Board, CEO, CFO, the internal auditor and the external auditor on specific opportunities
to improve Audit Committee effectiveness.
    
    Review and assess the adequacy of the Audit Committee Charter on an annual basis.
    
    Carry out such other duties as may be delegated to it by the Board of Directors from
time to time.  6.
    
    Delegation The Audit Committee may delegate any of its
responsibilities to a subcommittee comprised of one or more members of
the Committee.  7.
    
    Outside Experts The Audit Committee may, if and when considered
appropriate to do so, institute, direct and supervise an investigation
into any matter related to the mandate of the Committee and may, for the
purposes of such investigation or otherwise to carry out its duties,
retain the services of outside legal counsel or other professionals, as
required and set and direct payment of compensation of such
professionals.  8.
    
    Remuneration The members of the Audit Committee shall be
entitled to receive such remuneration for acting as members of the Audit
Committee as the Board of Directors may from time to time determine,
subject to such limitations as may be imposed by applicable independence
requirements.  9.
    
    Funding The Corporation shall provide for appropriate
funding, as determined by the Audit Committee, for (i) compensation
to the public accounting firm for the purpose of preparing or issuing an
audit report or performing other audit review or attest services; (ii) compensation
to any outside experts employed by the Audit
Committee; and (iii) ordinary administrative expenses of the
Committee that are necessary or appropriate in carrying out its duties.




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##### 



B-6

ANNEX A To Potash Corporation of Saskatchewan Inc.Audit Committee Charter Procedures for the Submission of Complaints or ConcernsRegarding Financial Statement Disclosures, Accounting,Internal Accounting Controls or Auditing Matters  1.
    
    The Corporation shall forward to the Audit Committee of the Board of Directors any
complaints that it has received regarding financial statement disclosures, accounting,
internal accounting controls or auditing matters.2.
    
    Any employee of the Corporation may submit, on a confidential, anonymous basis if the
employee so desires, any concerns regarding financial statement disclosures, accounting,
internal accounting controls or auditing matters by setting forth such concerns in
writing and forwarding them in a sealed envelope to the Chair of the Audit Committee, in
care of the Corporate Secretary, 500  122 1st Avenue South, Saskatoon, SK,
S7K 7G3, CANADA, such envelope to be labeled with a legend such as: To be
opened by the Audit Committee only. If any employee would like to discuss any matter
with the Audit Committee, the employee should indicate this in the submission and
include a telephone number at which he or she might be contacted if the Audit Committee
deems it appropriate. Any such envelopes received by the Corporate Secretary shall be
forwarded promptly to the Chair of the Audit Committee.3.
    
    At each of its meetings, including any special meeting called by the Chair of the
Audit Committee following the receipt of any information pursuant to this Annex, the
Audit Committee shall review and consider any such complaints or concerns that it has
received and take any action that it deems appropriate in order to respond thereto.4.
    
    The Audit Committee shall retain any such complaints or concerns for a period of no
less than 7 years.5.
    
    This Annex A shall appear on the Corporations website as part of this Charter.




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##### 





APPENDIX C SHAREHOLDER PROPOSAL ON EXECUTIVE COMPENSATION The following Proposal has been submitted by a
shareholder for consideration at the Meeting. The Corporation is legally
required to include the Proposal in this Management Proxy Circular. For
the reasons set out below, the Board and management oppose the Proposal. The submitting shareholder is the Carpenters
Local 27 Pension Trust Fund (the Fund), 2589 Calabogie Road, RR #1,
Burnstown, Ontario K0J 1G0. The Proposal and the Funds
supporting statement are set out verbatim below. Proposal Resolved, that the shareholders of Potash
Corporation of Saskatchewan Inc. (Company) request that the Companys
Board of Directors and its Executive Compensation Committee replace the
current system of compensation for senior executives with the following
Commonsense Executive Compensation program including the following
features: (1) Salary  The chief executive officers (CEO) salary should be targeted at the mean
of salaries paid at peer group companies, not to exceed $1,000,000 annually. No senior executive
should be paid more than the CEO. (2) Annual Bonus  The annual bonus paid to senior executives should be based on
well-defined quantitative (financial) and qualitative (non-financial) performance measures. The
maximum level of annual bonus should be a percentage of the executives salary level, capped at
100% of salary. (3) Long-Term Equity Compensation  Long-term equity compensation to senior executives
should be in the form of restricted shares, not stock options. The restricted share program
should utilize justifiable performance criteria and challenging performance benchmarks. It should
contain a vesting requirement of at least three years. Executives should be required to hold all
shares awarded under the program for the duration of their employment. The value of the
restricted share grant should not exceed $1,000,000 on the date of grant. (4) Severance  The maximum severance payment to a senior executive should be no more
than one years salary and bonus. (5) Disclosure  Key components of the executive compensation plan should be outlined in
the Compensation Committees report to shareholders, with variances from the Commonsense program
explained in detail. The Commonsense compensation program should be
implemented in a manner that does not violate any existing employment
agreement or equity compensation plans. Supporting Statement We believe that compensation paid to senior
executives at most companies, including ours, is excessive, unjustified,
and contrary to the interests of the Company, its shareholders, and
other important corporate constituents. CEO pay has been described as a
wasteland that has not been reformed. (Institutional Shareholder
Services senior vice-president, Wall Street Journal, Executive Pay
Keeps Rising, Despite Outcry, October 3, 2003). We believe that the
growing disparity between the compensation paid to senior executives and
average workers is a disturbing trend and contrary to the long-term
interests of companies, their shareholders, workers and communities. We believe that it is long past time for
shareholders to be proactive and provide companies clear input on the
parameters of what they consider to be reasonable and fair executive
compensation. We believe that executive compensation should be designed
to promote the creation of long-term corporate value. The Commonsense
executive compensation principles seek to focus senior executives, not
on quarterly performance numbers, but on long-term corporate value
growth, which should benefit all the important constituents of the
Company. We challenge our Companys leadership to embrace the ideas
embodied in this proposal, which still offers senior executives the
opportunity to build personal long-term wealth, but only when they
generate long-term corporate value.




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##### 



C-2

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE
AGAINST THE PROPOSAL FOR THE FOLLOWING REASONS: The Compensation Committee and the Board take
very seriously their responsibilities to shareholders to ensure that
appropriate levels of compensation are paid to the persons charged with
the responsibility of ensuring the Corporations long-term success. The
Board and the Compensation Committee believe that restricting potential
incentive program features and capping compensation levels for
executives at arbitrary levels would unduly restrict the Compensation
Committees choice among performance based compensation arrangements and
would place the Corporation at a significant competitive disadvantage in
recruiting and retaining executives. Salary and compensation levels for
executives and the CEO are generally established at levels that
approximate the median of what our peers are paying. In addition, as
proof of our executive groups recognition of their responsibility to
shareholders, all senior executive employees (including the CEO) have
taken a voluntary 10% salary cut, effective July 1, 2003. The Board and the Compensation Committee agree
that quarterly performance numbers should not take precedence over
long-term growth in corporate value in the design and implementation of
the executive compensation policies of the Corporation. As proof of
this, the majority of the compensation of our executive group is
incentive based. Through the long-term incentive plan and awards of
stock options (which since December 2003 have been expensed),
compensation for our executives has been tied to long-term performance
of the Corporation, as the compensation received by executives under
these plans is dependent upon the success of the Corporation over a
number of years, not months. We also take very seriously our obligation to
ensure there is detailed disclosure of executive compensation. In
accordance with its Board-approved charter, the Compensation Committee
of the Board reviews, approves and oversees all policies under which
compensation is paid to the Corporations executives (other than the
CEO, which is reviewed by the Board itself). Each year the Compensation
Committee also issues a detailed report on executive compensation, which
is included in the Corporations Management Proxy Circular, and
discloses total compensation for the Corporations most highly paid
executives. The Corporation annually engages independent compensation
consultants to prepare comparisons of the compensation package of the
Corporations executives with a peer group of companies. You, as shareholders, have elected the Board
and entrusted it with the responsibility of managing your Corporation.
Through the Boards Compensation Committee, composed entirely of
independent and unrelated Directors, your interests are protected. Your
Corporations compensation policies have been designed, are administered
and are focused on providing appropriate levels of compensation for its
executive officers while motivating them to deliver sustained long-term
value enhancement for the Corporation and its shareholders. The Board
and the Compensation Committee (which each met 9 times in 2003)
expend considerable time and effort in ensuring that shareholders'
interests are protected. Rigid and arbitrary limits that remove
flexibility from the hands of the Board and the Compensation Committee
are not in the best interests of the Corporation and its shareholders.
We believe, as our record demonstrates, that we have earned your trust 
let us continue to administer our compensation policies in order
to maximize our Corporations success. For the reasons described above, the Board
believes that the Proposal is not in the best interests of the
Corporation and shareholders. The Board strongly recommends that shareholders
vote against the Proposal.




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##### 



Proxy
    
    Potash Corporation of Saskatchewan Inc.
    FOR USE AT THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 6, 2004. THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT OF THE
CORPORATION. The undersigned holder of common shares (Shares) of Potash
Corporation of Saskatchewan Inc. (the Corporation) hereby
appoints Dallas J. Howe, Board Chair, or failing him,
William J. Doyle, President and Chief Executive Officer, or
failing him, Wayne R. Brownlee, Senior Vice President,
Treasurer and Chief Financial Officer, or failing him, John
L.M. Hampton, Senior Vice President, General Counsel and
Secretary, or instead of any of the foregoing, ,
 at the annual and special
meeting of shareholders of the Corporation to be held at the
Delta Bessborough, 601 Spadina Crescent East, Saskatoon,
Saskatchewan, Canada on Thursday, the 6th day of May, 2004
(the Meeting) at 10:30 a.m. (local time),
 1.A shareholder has the right to appoint a person who
need not be a shareholder, to represent him and to attend
and act on his behalf at the Meeting, other than the
nominees designated above, and may exercise such right by
inserting the name of his nominee in the space provided
above for that purpose. (BOX) 2.The Shares represented by this proxy will be voted
in accordance with any choice specified in this proxy. If
no specification is made, the persons named above will vote
such Shares for the election of the directors named in this
proxy, for the appointment of Deloitte & Touche LLP as
auditors of the Corporation and against the shareholder
proposal attached as Appendix C to the accompanying
Management Proxy Circular.
 3.If this proxy is not dated, it shall be deemed to be
dated on the date on which this proxy was mailed by the
Corporation. Without limiting the general powers hereby conferred, the
Shares represented by this proxy are to be: 1.
    
    o
    
    VOTED FORthe election as directors of
all nominees listed below (except as marked to the contrary below), oro
    
    WITHHELD FROM VOTINGfor all nominees listed below.
 INSTRUCTIONS:To withhold authority to vote for any
individual nominee, strike a line through the nominees name
in the list below. (1)
    
    F.J. Blesi
    
    
    (5
    )
    
    D.J. Howe
    
    
    (9
    )
    
    P.J. Schoenhals(2)
    
    W.J. Doyle
    
    
    (6
    )
    
    A.D. Laberge
    
    
    (10
    )
    
    E.R. Stromberg(3)
    
    J.W. Estey
    
    
    (7
    )
    
    J.J. McCaig
    
    
    (11
    )
    
    J.G. Vicq(4)
    
    W. Fetzer III
    
    
    (8
    )
    
    M. Mogford
    
    
    (12
    )
    
    E. Viyella de Paliza
  2.
    
    Voted FORo, or AGAINSTo, or WITHHELD FROM VOTINGo on, the appointment of
Deloitte & Touche LLP as auditors of the Corporation.3.
    
    Voted FORo, or AGAINSTo, or WITHHELD FROM VOTINGo on, the shareholder
proposal attached as Appendix C to the accompanying Management Proxy Circular. Dated the
    
    day of
    
    , 2004.
       Potash Corporation
of Saskatchewan Inc.
    
    (POTASH CORPORATION LOGO)